Introduction Introduction The Listing Rules ASX’s Listing Rules govern the admission of entities to the +official list, +quotation of +securities, suspension of +securities from +quotation and removal of entities from the +official list. They also govern disclosure and some aspects of a listed entity’s conduct. An entity applying to be admitted to the ASX +official list signs an agreement to comply with the Listing Rules, as in force from time to time. This applies even if the +quotation of its +securities is deferred, suspended or subject to a +trading halt. The Listing Rules are enforceable against listed entities and their associates under the Corporations Act (see sections 793C and 1101B). If an entity does not comply with the Listing Rules, its +securities may be suspended from +quotation or it may be removed from the +official list. The principles on which the Listing Rules are based The Listing Rules serve the interests of listed entities and investors, both of whom have a vital interest in maintaining the reputation and integrity of the ASX market and ensuring that it is internationally competitive and facilitates efficient capital raising. The principles which underpin the obligations imposed on listed entities by the Listing Rules include: • An entity should satisfy appropriate minimum standards of quality, size and operations before it is admitted to the +official list and disclose sufficient information about itself to allow an informed market in its +securities once they are quoted. • Sufficient investor interest in an entity’s +securities should be demonstrated before it is admitted to the +official list and its +securities are quoted. • +Securities should be issued in circumstances, and have rights and obligations attaching to them, that are fair to new and existing +security holders. • Timely disclosure should be made of information which may have a material effect on the price or value of an entity’s +securities. • Financial statements should be produced in accordance with acceptable accounting and auditing standards. • An entity should disclose information about its corporate governance practices and explain any departure from generally accepted standards of good corporate governance. • The practices adopted in relation to meetings of +security holders should allow +security holders the opportunity to express their views openly to the board and management. • Certain significant transactions should require +security holder approval. In accepting the benefits of access to the ASX market, listed entities and their officers should also recognise that they assume a concomitant responsibility to the market and investors in that market. In addition to complying with their obligations under the Listing Rules, they are expected to comply with the general law and to maintain high standards of corporate integrity and accountability. Application of the Listing Rules The Listing Rules are not intended to be applied in a mechanistic or legalistic way. They are to be interpreted: • in accordance with their spirit, intention and purpose; • by looking beyond form to substance; and + See chapter 19 for defined terms 19 December 2016 Page 1 Introduction • in a way that best promotes the principles on which they are based (see Listing Rule 19.2). ASX has an absolute discretion concerning the admission of an entity to the +official list and the +quotation of its +securities. ASX also has broad discretions under the Listing Rules whether to require or waive compliance with the Listing Rules in a particular case, to remove an entity from the +official list and to suspend its +securities from +quotation. In exercising these discretions, ASX takes into account the principles mentioned above on which the Listing Rules are based and the imperative of maintaining the reputation, integrity and efficiency of the ASX market. ASX recognises that the Listing Rules necessarily cast a wide net. In an appropriate case, ASX may entertain an application for a waiver from compliance with a Listing Rule where: • the applicant can clearly demonstrate that it will suffer a commercial detriment or other disadvantage if the waiver is not granted; • ASX is satisfied that granting the waiver is not inconsistent with its statutory obligations as a licensed market operator, the principles on which the Listing Rules are based or the policy underlying the particular rule sought to be waived; and • ASX is also satisfied that granting the waiver will not adversely affect the reputation, integrity or efficiency of the ASX market. If ASX decides to grant a waiver, it may do so on conditions. The conditions must be complied with for the waiver to be effective. Waivers are published by ASX periodically and are also advised to +ASIC. How to use the Listing Rules The Listing Rules are divided into chapters. Related topics have been grouped together as far as possible. Each chapter begins with a table of the contents. It sets out the main headings in the chapter and the rules which come under that heading. Some chapters also have an explanatory note, which helps readers to understand the structure and content of the chapter. At the foot of each page is the date of the last amendment and reprinting of that page. Defined terms (except ‘ASX’ and ‘entity’) are marked with a cross (eg, +security). The cross is not used in headings or notes or when the word is used in the definition of the term itself (eg, the word ‘acquire’ is not marked in the definition of ‘acquire’). The definitions are found in chapter 19. The terms ‘ASX’ and ‘entity’ are used often throughout the rules and, for ease of reading, are not marked. There are ‘end notes’ to the rules. These include the history and origin of the particular rule and sometimes include other relevant information, such as an example of the operation of the rule. If there is an example, it is for guidance only and does not affect the operation of the rule. Guidance Notes ASX issues Guidance Notes to promote commercial certainty, reduce costs to business and assist market participants. They set out ASX’s general approach to a subject. They should not be regarded as a definitive statement of the application of the rules in every case. Nor are they a substitute for a listed entity obtaining its own legal advice on a matter of concern to it. Amended 11/03/02, 03/05/04, 17/12/10, 01/01/12, 01/05/13, 24/12/15, 19/12/16 End of Section. Next page is no. 101. + See chapter 19 for defined terms 19 December 2016 Page 2 Chapter 1 Admission Chapter 1 Admission Table of Contents The main headings in this chapter Rules ASX Listing 1.1 - 1.7 ASX Debt Listing 1.8 - 1.10 ASX Foreign Exempt Listing 1.11 - 1.15 Rules that apply to all entities 1.16 - 1.20 Explanatory note This chapter sets out requirements that must be satisfied for an entity to gain admission to the +official list. They include a requirement that the +main class of +securities is +quoted. +Quotation of +securities is dealt with in chapter 2. ASX takes into account the particular circumstances of each applicant. ASX may grant admission even though not all the requirements have been met. ASX may refuse admission even though all the requirements have been met. ASX may copy information and documents lodged in support of an application to the +ASIC. Information and documents given to ASX in support of an application become ASX’s property and may be made public. Entities that are admitted to the +official list will come within one of the following categories: • ASX Listing. • ASX Debt Listing. • ASX Foreign Exempt Listing. An entity admitted as an ASX Foreign Exempt Listing is required to comply with the rules of its +overseas home exchange and to release information to ASX that is released to its +overseas home exchange. Except to a limited extent, it will not normally be required to comply with ASX Listing Rules. See rule 1.15. Foreign entities that are not admitted as ASX Foreign Exempt Listings will come within the ASX Listing or ASX Debt Listing categories. For further Guidance on ASX’s admission requirements, see Guidance Note 1 Applying for Admission – ASX Listings, Guidance Note 4 Foreign Entities Listing on ASX and Guidance Note 29 Applying for Admission – ASX Debt Listings. + See chapter 19 for defined terms 1 December 2019 Page 101 Chapter 1 Admission ASX Listing Requirements for ASX Listing 1.1 For an entity to be admitted to the +official list as an ASX Listing, the following conditions must be met to ASX’s satisfaction. Introduced 01/07/96 Amended 30/09/01, 19/12/16 Condition 1 The entity’s structure and operations must be appropriate for a listed entity. Introduced 01/07/96 Guidance Note 1 Applying for Admission – ASX Listings has guidance on when an entity’s structure and operations are appropriate for a listed entity. Condition 2 The entity must have a constitution which is consistent with the Listing Rules or which includes the provisions in Appendix 15A or Appendix 15B (as applicable). Introduced 01/07/96 Origin: Listing Rule 1A(1)(b) Amended 01/07/98, 19/12/16 Note: See ASIC Regulatory Guide 134, Managed Investments: Constitutions, for ASIC’s position on whether it will register a scheme that includes a provision to the effect of Appendix 15A in its constitution. Condition 3 A +prospectus or +PDS must be issued and lodged with +ASIC and given to ASX or, if ASX agrees, an +information memorandum that complies with the requirements of rule 1.4 must be lodged with ASX. The +prospectus, +PDS or +information memorandum must include a prominent statement that ASX takes no responsibility for the contents of the document. Introduced 01/07/96 Origin: Listing Rule 1A(1)(f) Amended 01/09/99, 13/03/00, 11/03/02, 01/05/13, 19/12/16, 01/12/19 Note: An offer information statement is not a prospectus. If the entity establishes that it has not raised capital in the past 3 months and does not expect it will need to raise capital in the next 3 months, and has the required spread of security holders, ASX may agree to the issue of an information memorandum. Condition 4 If the entity is a +foreign company, it must be registered as a foreign company carrying on business in Australia under the Corporations Act. Introduced 01/07/96 Origin: Listing Rule 1A(8)(i) Amended 01/07/00, 24/10/05, 04/03/13, 19/12/16 Condition 5 If the entity is a trust: (a) it must be a registered scheme or have an exemption from ASIC from that requirement; (b) if it is exempted from the requirement to be a registered scheme, its +responsible entity must either be an +Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act; and (c) no-one must be under an obligation to buy-back units in the trust or to allow a +security holder to withdraw from the trust. Introduced 01/07/96 Origin: Listing Rule 2A(9), 2F(20) Amended 01/07/98, 30/09/01, 19/12/16, 01/12/19 Note: “Registered scheme” means a managed investment scheme that is registered under section 601EB of the Corporations Act (rule 19.3 and section 9 of the Corporations Act). Part 5C.6 of the Corporations Act deals with members’ rights to withdraw from a scheme. The listing rules allow on-market buy-backs by trusts on conditions comparable to buy- backs by companies. See rule 7.36. + See chapter 19 for defined terms 1 December 2019 Page 102 Chapter 1 Admission Condition 6 The entity must apply for and be granted permission for +quotation of all the +securities in its +main class of +securities (except +restricted securities and, if the entity so chooses, +securities issued under an +employee incentive scheme that are subject to restrictions on transfer). Introduced 01/07/96 Amended 01/01/12, 19/12/16 Note: Condition 6 is satisfied if permission for quotation (ie, not actual quotation) is granted on conditions. If a condition is not satisfied, the entity may be removed from the official list. An entity may also apply for quotation of other classes of securities. See chapter 2. Condition 7 The entity must have a +free float at the time of its admission to the +official list of not less than 20%. Introduced 19/12/16 Condition 8 There must be at least 300 +non-affiliated security holders, each of whom holds a parcel of the +main class of +securities that are not +restricted securities or subject to +voluntary escrow with a value of at least $2,000. If +CDIs are issued over +securities in the +main class, holders of +CDIs will be included. This condition is not met if spread is obtained by artificial means. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(ii) Amended 01/09/99, 11/03/02, 01/11/12, 19/12/16 Note: Where an entity is undertaking a material capital raising in conjunction with its listing, ASX will normally use the offer price under the prospectus or PDS for that capital raising to calculate the value of the entity’s free float and the value of a parcel of securities. ASX may, however, use a different price to determine these values if the entity is not undertaking a material capital raising in conjunction with its listing or if ASX is concerned that the offer price under the prospectus or PDS does not fairly reflect the value of its main class of securities. ASX may require some or all of the security holders mentioned above to be residents of Australia. Guidance Note 1 Applying for Admission – ASX Listings has guidance on what is meant by obtaining spread by artificial means. Condition 9 The entity must satisfy either the profit test in rule 1.2 or the assets test in rule 1.3. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iii), 1A(3)(b)(iv) Amended 01/09/99, 19/12/16 Condition 10 If the entity has issued, or proposes to issue, +securities that under these rules are, or are required to be, +restricted securities, it must comply with chapter 9. Introduced 01/07/96 Origin: Listing Rule 1A(2)(b) Amended 19/12/16, 01/12/19 Note: The definition of restricted securities includes securities ASX decides are restricted securities. Cross reference: Chapter 9, Appendices 9A, 9B and 9C. Condition 11 If: (a) in the 2 years prior to the date of the entity’s application for admission to the official list the entity has acquired; or in connection with its listing is proposing to +acquire, a +classified asset from a +related party or a +promoter, or an +associate of a +related party or a +promoter, of the entity, the consideration for the acquisition must have been, or be, +equity securities issued by the entity and those +securities must be +restricted securities; or (b) in the 12 months prior to its admission to the official list the entity has +acquired, or in connection with its listing is proposing to +acquire, a +classified asset from someone who is not a +related + See chapter 19 for defined terms 1 December 2019 Page 103 Chapter 1 Admission party or +promoter, or an +associate of a +related party or a +promoter, of the entity, and part or all of the consideration for the acquisition was or will be +securities in a class that is to be quoted, those +securities must be +restricted securities. Paragraphs (a) and (b) do not apply if under rule 9.2 the entity is not required to apply the restrictions in Appendix 9B. Paragraph (a) also does not apply if, and to the extent that, the consideration was or will be reimbursement of expenditure incurred by the related party, promoter or associate in developing the classified asset. Introduced 01/07/96 Origin: Listing Rule 3J(37) Amended 01/07/98, 19/12/16, 01/12/19 Note: The requirement in this condition that the securities in question must be restricted securities means that condition 10 above also applies and therefore the entity must comply with chapter 9. Cross reference: Chapter 9, Appendices 9A, 9B and 9C, clauses 3 and 4. Condition 12 If the entity has options on issue the exercise price for each +underlying security must be at least 20 cents in cash. Introduced 01/07/00 Amended 19/12/16 Condition 13 The entity must appoint a person to be responsible for communication with ASX in relation to listing rule matters who has completed an +approved listing rule compliance course and attained a satisfactory pass mark in the examination for that course. Introduced 30/09/01 Amended 19/12/16, 01/12/19 Note: The changes to condition 13 made on 01/12/19 come into effect on 1 July 2020 and apply to entities that lodge an application to be admitted to the official list on or after that date. For many entities, the company secretary will be an appropriate person to be responsible for communication with ASX. ASX expects that the person appointed will have a high degree of familiarity with an entity’s operations and have ready access to senior management who have responsibility for day to day management of the entity. An entity may nominate more than one person to be responsible for communication with ASX under this rule. If it does so, each person must have completed an approved listing rule compliance course and attained a satisfactory pass mark in that examination. The nomination of such a person is for administrative convenience only and does not in any way abrogate the responsibility of the listed entity to comply with the Listing Rules. Cross reference: Listing Rule 12.6. Condition 14 The entity must: (a) agree with ASX, in writing, that documents may be given to ASX and authenticated electronically; and (b) establish the facilities required for the entity to give documents to ASX electronically. Introduced 01/01/03 Amended 19/12/16 Cross-reference: Listing Rules 15.3 and 15.4A, ASX Guidance Note 20 – ASX Online. Condition 15 The entity must either: (a) be approved to act as an issuer of quoted +securities under the operating rules of an +approved CS facility; or (b) if the entity is established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be registered or transferred under the operating rules of an +approved CS facility, the issuer must be approved as a foreign issuer of +CDIs under the operating rules of an +approved CS facility. Introduced 19/12/16 + See chapter 19 for defined terms 1 December 2019 Page 104 Chapter 1 Admission Condition 16 The entity must provide a statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the +ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation. Introduced 01/01/03 Origin: Listing Rule 4.10.2 Amended 03/05/04, 11/01/10, 01/07/14, 19/12/16 The statement provided under this condition may incorporate material by reference (for example, on an entity’s website or in another part of its annual report) provided that material is freely available and the statement clearly indicates where interested parties can read or obtain a copy of that material. Cross reference: Listing Rule 4.10.3 Condition 17 An entity which will be included in the +S & P All Ordinaries Index on admission to the +official list must have an audit committee. If the entity will be included in the +S & P / ASX 300 Index on admission to the +official list it must also comply with the recommendations set by the +ASX Corporate Governance Council in relation to the composition and operation of the audit committee. Introduced 01/01/03 Amended 03/05/04, 11/01/10, 01/07/14, 19/12/16 Note: If the entity is a trust, its audit committee may also be the responsible entity’s audit committee. Cross reference: Listing Rule 12.7 Condition 18 An entity, which will be included in the +S & P / ASX 300 Index on admission to the +official list, must have a +remuneration committee comprised solely of non-executive directors. Introduced 01/07/11 Amended 19/12/16 Note: If the entity is a trust its remuneration committee may also be the responsible entity’s remuneration committee. Where an entity is part of a corporate group, that has one or more related bodies corporate in the S&P/ASX 300 Index, the board of that entity may utilise a remuneration committee of a related body corporate in the S & P / ASX 300 Index in order to satisfy the requirements of Condition 16. Cross reference: Listing Rule 12.8 Condition 19 The entity must have a +trading policy that complies with rule 12.9. Introduced 01/01/11 Amended 19/12/16 Guidance Note 27 Trading Policies – ASX Listings has further guidance on the requirements of listing Rule 12.9 and other matters that might be included in a trading policy. Condition 20 The entity must satisfy ASX that: • if the entity is a body corporate: • each director or proposed director of the entity; • its +CEO or proposed +CEO; and • its +CFO or proposed +CFO; or • if the entity is a trust: • each director or proposed director of the +responsible entity of the trust; • the +CEO or proposed +CEO of the +responsible entity of the trust; and + See chapter 19 for defined terms 1 December 2019 Page 105 Chapter 1 Admission • the +CFO or proposed +CFO of the +responsible entity of the trust, at the date of listing is of good fame and character. Introduced 01/01/12 Amended 19/12/16, 01/12/19 Note: The references in this rule to a “proposed director”, “proposed CEO” or “proposed CFO” include any person named in the entity’s listing prospectus, PDS or information memorandum as someone proposed to be appointed as a director, CEO or CFO (respectively) of the entity after it has been admitted to the official list. Guidance Note 1 Applying for Admission – ASX Listings has guidance on how an entity can satisfy ASX of these matters. The profit test 1.2 To meet the profit test, an entity must satisfy each of the following: 1.2.1 The entity must be a going concern. This rule is satisfied if the entity is the successor of a going concern. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iii)a 1.2.2 The entity’s main business activity at the date it is admitted must be the same as it was during the last 3 full financial years. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iii)b 1.2.3 The entity must give ASX each of the following. (a) Audited +accounts for the last 3 full financial years. If the entity applies for admission less than 90 days after the end of its last financial year, unless the entity has audited +accounts for its latest full financial year, the +accounts may be for the 3 years to the end of the previous financial year but must also include audited or reviewed +accounts for its most recent half year as well. (b) If the entity applies for admission more than 6 months and 75 days after the end of its last financial year, audited or reviewed +accounts for its most recent half year (or longer period if available). (c) Unless ASX agrees it is not needed, a reviewed pro forma statement of financial position. The review must be conducted by a registered company auditor (or, if the entity is a +foreign entity, an overseas equivalent of a registered company auditor) or an independent accountant. In each case above, the entity must provide the audit report or review to ASX and the audit report or review must not contain a modified opinion, emphasis of matter or other matter paragraph that ASX considers unacceptable. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iii)c and Listing Rule 1.2.6 Amended 01/07/97, 01/07/98, 01/07/00, 01/01/12, 19/12/16, 01/12/17 Note: Guidance Note 1 Applying for Admission – ASX Listings has guidance on the types of modified opinion, emphasis of matter or other matter paragraph that ASX may accept for the purposes of this rule. Cross reference: Listing Rule 19.11A. 1.2.4 The entity’s aggregated +profit from continuing operations for the last 3 full financial years must have been at least $1 million. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iii)a 1.2.5 The entity’s consolidated +profit from continuing operations for the 12 months to a date no more than 2 months before the date the entity applied for admission must exceed $500,000. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iii)a and Listing Rule 1.2.6 Amended 01/07/97, 01/07/98, 30/09/01, 19/12/16 + See chapter 19 for defined terms 1 December 2019 Page 106 Chapter 1 Admission 1.2.6 If its +prospectus, +PDS or +information memorandum does not contain a statement confirming that the directors (in the case of a trust, the directors of the +responsible entity of the trust) have made enquiries and nothing has come to their attention to suggest that the economic entity is not continuing to earn +profit from continuing operations up to the date of the +prospectus, +PDS or +information memorandum, the entity must give one to ASX signed by all of its directors (in the case of a trust, all of the directors of the +responsible entity of the trust). Introduced 30/09/01 Origin: Listing Rule 1.2.5 Amended 01/12/19 The assets test 1.3 To meet the assets test, an entity that is not an +investment entity must satisfy rules 1.3.1, 1.3.2, 1.3.3 and 1.3.5. An +investment entity must satisfy rules 1.3.4 and 1.3.5. 1.3.1 At the time of admission, an entity that is not an +investment entity must have: (a) net tangible assets of at least $4 million after deducting the costs of fund raising; or (b) a +market capitalisation of at least $15 million. Amended 01/11/12, 19/12/16 1.3.2 In the case of an entity that is not an +investment entity, either: (a) less than half of the entity’s total tangible assets (after raising any funds) must be cash or in a form readily convertible to cash; or Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iv)b (b) the entity has commitments consistent with its stated objectives 1.3.3(a) to spend at least half of its cash and assets in a form readily convertible to cash. The entity’s +prospectus, +PDS or +information memorandum must include an expenditure program setting out these commitments. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iv)b Amended 01/09/99, 11/03/02, 19/12/16, 01/12/19 Note: In deciding if an entity’s total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories and receivables as readily convertible to cash. Example: If a start-up company raises $2.3 million, and the cost of its capital raising is $300,000, ASX would normally require it to have commitments for an additional $850,000 (which, with the $300,000, is half of the $2.3 million cash raised). Cross reference: rule 4.10.19 which requires reporting on the use of funds in the first two annual reports. 1.3.3 In the case of an entity that is not an +investment entity, the entity must satisfy each of the following: (a) Its +prospectus, +PDS or +information memorandum must state the objectives the entity is seeking to achieve from its admission and any capital raising undertaken in connection with its admission. (b) If its +prospectus, +PDS or +information memorandum does not contain a statement that the entity will have enough +working capital at the time of its admission to carry out its stated objectives, the entity must give ASX one from an independent expert. (c) The entity’s +working capital, as shown in its reviewed pro forma statement of financial position under rule 1.3.5(d), must be at least $1.5 million. Introduced 01/07/96 Origin: Listing Rule 1A(3)(g)(i) Amended 01/09/99, 11/03/02, 11/01/10, 17/12/10, 01/12/13, 19/12/16, 01/12/19 1.3.4 At the time of admission, an +investment entity must satisfy one of the following. (a) It must have net tangible assets of at least $15 million after deducting the costs of fund raising. (b) It must be a +pooled development fund and have net tangible assets of at least $2 million after deducting the costs of fund raising. + See chapter 19 for defined terms 1 December 2019 Page 107 Chapter 1 Admission Introduced as Rule 1.3.1A 01/07/96 Origin: Listing Rule 1A(3)(b)(iv)a Amended 01/09/99, 19/12/16 Note: ASX would normally not treat a limited recourse loan as a tangible asset. 1.3.5 Unless ASX agrees otherwise, the entity must give ASX each of the following. (a) Audited +accounts for the last 2 full financial years. If the entity applies for admission less than 90 days after the end of its last financial year, unless the entity has audited +accounts for its latest full financial year, the +accounts may be for the 2 years to the end of the previous financial year but must also include audited or reviewed +accounts for its most recent half year as well. (b) If the entity applies for admission more than 6 months and 75 days after the end of its last financial year, audited or reviewed +accounts for its most recent half year (or longer period if available). (c) If the entity has in the 12 months prior to applying for admission acquired, or is proposing in connection with its application for admission to acquire, another entity or business that is significant in the context of the entity: • Audited +accounts for the last 2 full financial years for that other entity or business. If the entity applies for admission less than 90 days after the end of the last financial year for that other entity or business, unless the other entity or business has audited +accounts for its latest full financial year, the +accounts may be for the 2 years to the end of the previous financial year but must also include audited or reviewed +accounts for its most recent half year as well. • If the entity applies for admission more than 6 months and 75 days after the end of the last financial year for that other entity or business, audited or reviewed +accounts for that other entity or business for its most recent half year (or longer period if available). (d) A reviewed pro forma statement of financial position. The review must be conducted by a registered company auditor, or an overseas equivalent of a registered company auditor, or an independent accountant. Example: If an entity raises capital or acquires or disposes of assets, the pro forma statement of financial position will reflect these changes. It will also show any material changes in the financial position of the entity since the date of the last balance sheet. ASX may agree that a pro forma statement of financial position is not needed if there are no changes of this nature. In each case above, the entity must provide the audit report or review to ASX and the audit report or review must not contain a modified opinion, emphasis of matter or other matter paragraph that ASX considers unacceptable. Introduced 01/07/97 Amended 01/07/98, 01/07/00, 01/01/12, 19/12/16, 01/12/17 Note: Guidance Note 1 Applying for Admission – ASX Listings has guidance on when ASX may agree to accept less than 2 full financial years of audited accounts for the purposes of this rule. Any agreement by ASX to accept less than 2 full financial years of audited accounts may be conditional on the entity providing additional financial information about itself under Listing Rule 1.17. ASX may require that additional financial information to be audited or reviewed or otherwise opined upon by an expert. Guidance Note 1 Applying for Admission – ASX Listings also has guidance on the types of modified opinion, emphasis of matter or other matter paragraph that ASX may accept for the purposes of this rule. Cross reference: rule 19.11A. 1.4 If ASX agrees pursuant to rule 1.1 condition 3 that an entity may provide an +information memorandum in lieu of a +prospectus or +PDS, the +information memorandum must satisfy the following requirements: 1.4.1 If the entity is a company, it must contain a statement that all the information that would be required under section 710 of the Corporations Act if the +information memorandum were a prospectus offering for subscription the same number of +securities for which +quotation will be sought is contained in the +information memorandum; 1.4.2 If the entity is a trust, it must contain a statement that all the information that would be required under section 1013C of the Corporations Act if the +information memorandum + See chapter 19 for defined terms 1 December 2019 Page 108 Chapter 1 Admission were a +PDS offering for subscription the same number of +securities for which +quotation will be sought is contained in the +information memorandum; 1.4.3 It must be signed by every director, and proposed director, of the entity personally or by a +person authorised in writing by the director (in the case of a trust, director of the responsible entity); 1.4.4 It must include the date it was signed; 1.4.5 It must include full particulars of the nature and extent of any interest now, or in the past 2 years, of every director or proposed director of the entity (in the case of a trust, the responsible entity), in the promotion of the entity, or in the property acquired or proposed to be acquired by it and: • If the interest was, or is, as a member or partner in another entity, the nature and extent of the interest of that other entity; and • If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, +securities or otherwise by any +person to induce him or her to become or to qualify him or her as, a director, or for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity; 1.4.6 It must include full particulars of the nature and extent of any interest of every expert in the promotion of the entity, or in the property acquired or proposed to be acquired by it and: • If the interest was, or is, as a member or partner in another entity, the nature and extent of the interest of that other entity; and • If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, +securities or otherwise by any +person to induce him or her to become or to qualify him or her as, a director, or for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity; 1.4.7 It must include statements that: • ASX does not take any responsibility for the contents of the +information memorandum; • The fact that ASX may admit the entity to its +official list is not to be taken in any way as an indication of the merits of the entity; • If the +information memorandum includes a statement claiming to be made by an expert or based on a statement made by an expert, a statement that the expert has given, and has not withdrawn, consent to the issue of the +information memorandum with the particular statement included in its form and context; and • the entity has not raised any capital for the 3 months before the date of issue of the +information memorandum and will not need to raise any capital for 3 months after the date of issue of the +information memorandum; and 1.4.8 It must include a statement that the entity will issue a supplementary information memorandum if the entity becomes +aware of any of the following between the issue of the +information memorandum and the date the entity’s +securities are +quoted or reinstated: • A material statement in the +information memorandum is misleading or deceptive. • There is a material omission from the +information memorandum. • There has been a significant change affecting a matter included in the +information memorandum. + See chapter 19 for defined terms 1 December 2019 Page 109 Chapter 1 Admission • A significant new circumstance has arisen and it would have been required to be included in the +information memorandum. Introduced 01/05/13 Amended 19/12/16 1.5 If in accordance with the statement required to be included in an +information memorandum by rule 1.4.8 an entity becomes obliged to issue a supplementary information memorandum, the supplementary information memorandum must satisfy the following requirements: 1.5.1 It must include a prominent statement that it is a supplementary information memorandum; 1.5.2 It must correct the misleading or deceptive statement in or material omission from the +information memorandum or give details of the significant change or significant new circumstance (as the case may be); 1.5.3 It must be signed by every director, and proposed director, of the entity personally or by a +person authorised in writing by the director (in the case of a trust, director of the responsible entity); and 1.5.4 It must include the date it was signed. Introduced 01/05/13 Amended 19/12/16 1.6 [Deleted] Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(iv)a, b Amended 01/07/97, 01/07/98 Deleted 01/09/99 Refer Listing Rules 1.3.1, 1.3.2, 1.3.5 Applying for ASX Listing 1.7 To apply for admission to the +official list as an ASX Listing, an entity must complete Appendix 1A and give it to ASX. Introduced 01/07/96 Origin: Listing Rule 1A(1)(g) Amended 30/09/01 Cross reference: Chapter 16. ASX Debt Listing Requirements for admission as an ASX Debt Listing 1.8 For an entity to be admitted to the +official list as an ASX Debt Listing, the following conditions must be met to ASX’s satisfaction. Introduced 01/07/96 Amended 30/09/01 Condition 1 The entity must be seeking +quotation of +debt securities only that are “financial products”, as defined in the Corporations Act. Introduced 01/07/96 Origin: Listing Rule 1A(3)(a) Amended 19/12/16 Condition 2 The entity must be: • a public company limited by shares; or • a government borrowing authority; or • a public authority; or • a +person approved by ASX. Introduced 01/07/96 Origin: Listing Rule 1A(3)(a) Amended 01/07/00, 19/12/16 Condition 3 An entity must satisfy one of (a), (b) or (c): (a) the entity must: + See chapter 19 for defined terms 1 December 2019 Page 110 Chapter 1 Admission • have net tangible assets at the time of admission of at least $10 million or, if the entity is a trustee, the trust must have net tangible assets of at least $10 million; and • give ASX any +accounts, together with any audit report or review for the last 2 full financial years (or a shorter period if ASX agrees). If the +accounts have not been audited or reviewed, the entity must tell ASX; or (b) all +debt securities to be issued by the entity for which the entity will seek quotation will be unconditionally and irrevocably guaranteed for the period of quotation of the securities, and the guarantor must: • be a company which at the time of admission of the entity has net tangible assets of at least $10 million; • give ASX its +accounts, together with any audit report or review for the last 2 full financial years (or a shorter period if ASX agrees); and • provide an undertaking to provide to ASX for release to the market the documents required to enable the entity to comply with rule 4.7A.1. If its +accounts have not been audited or reviewed, the guarantor must tell ASX; or (c) the +debt securities for which the entity seeks quotation are rated at least "investment grade" by any of Moody's Investor Services Inc., Standard & Poors, Inc., and Fitch, Inc. or any other credit rating agency advised to the market by ASX from time to time or any of their subsidiaries and none of those credit rating agencies has issued a rating less than "investment grade" in relation to those +debt securities. Note: If the issue of debt securities is a retail issue, ASX would expect the issuer to provide investors with details of not only the rating, but also some explanation of the rating and its significance in the context of other ratings. For example, this could be done by including a comparative table, with brief descriptions of each category of rating. ASX recognises that there may need to be changes to the credit rating agencies on whose ratings it believes it can reasonably rely. Those changes may consist of either additions to or deletions from the list of credit ratings agencies advised by ASX to the market. Introduced 01/07/96 Amended 30/09/01, 24/10/05, 19/12/16 Condition 4 If the +debt securities to be quoted on ASX are +retail securities: • a +prospectus must be issued and lodged with +ASIC and given to ASX. The +prospectus must include a prominent statement that ASX takes no responsibility for the contents of the document; and • the entity's structure and the terms of the +debt securities must be appropriate for +retail securities. Introduced 01/07/96 Amended 30/09/01, 24/10/05, 19/12/16, 01/12/19 Condition 5 The entity must apply for and be granted +quotation of all the +securities that are in the +class for which it seeks +quotation. Introduced 01/07/96 Note: There must be a deed for debt securities and convertible debt securities. See Listing Rule 2.1. Debt securities belong to the same class if they have the same issue date, same maturity date and are issued on exactly the same terms as each other. For asset-backed securities to belong to the same class, they must also confer on investors recourse to the same pool of assets or rights on the same terms, and with the same priority ranking. + See chapter 19 for defined terms 1 December 2019 Page 111 Chapter 1 Admission Cross reference: Chapter 2. Condition 6 If the entity is a +foreign entity, ASX must be satisfied that the entity complies with its constitution and the laws that govern it, and the listing rules (or their equivalent) of its +overseas home exchange (if any). Introduced 01/07/96 Origin: Listing Rule 1A(8)(i) Amended 01/07/00, 24/10/05, 04/03/13, 19/12/16 Condition 7 If the entity is a +foreign company, it must be registered as a foreign company carrying on business in Australia under the Corporations Act. Introduced 01/07/96 Origin: Listing Rules 1A(8)(i) Amended 01/07/00, 24/10/05, 04/03/13, 19/12/16 Condition 8 If the entity is a trust: (a) the +responsible entity of the trust must be the issuer of the debt securities; (b) the trust must be a special purpose trust constituted solely for the purpose of issuing the class or classes of debt securities to be quoted on ASX; (c) if the +debt securities to be quoted on ASX are +retail securities, it must be a registered scheme or have an exemption from ASIC from that requirement; and (d) if the entity is a +foreign trust, its +responsible entity must either be an +Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act. Introduced 19/12/16 Amended 01/12/19 Note: “Registered scheme” means a managed investment scheme that is registered under section 601EB of the Corporations Act (Listing Rule 19.3 and section 9 of the Corporations Act). Condition 9 The entity must appoint a person to be responsible for communication with ASX in relation to listing rule matters. Introduced 11/3/02 Amended 19/12/16 Note: For many entities the company secretary will be an appropriate person to be responsible for liaison with ASX, although this may not always be the case, taking into account the structure of the entity. ASX expects that the person will have a high degree of familiarity with an entity’s operations or have ready access to senior management who have responsibility for day to day management of the entity. An entity may nominate more than one person to be responsible for communication with ASX but at any time at least one of the persons nominated must be available to ASX. The nomination of such a person is for administrative convenience only and does not in any way abrogate the responsibility that lies on the listed entity under the Listing Rules. Condition 10 The entity must: (a) agree with ASX in writing that documents may be given to ASX and authenticated electronically. (b) establish the facilities required for the entity to give documents to ASX electronically. Introduced 01/01/03 Amended 19/12/16 Cross-reference: Listing Rules 15.3 and 15.4A, ASX Guidance Note 20 - ASX Online. Condition 11 The entity must either: (a) be approved to act as an issuer of quoted +securities under the operating rules of an +approved CS facility; or (b) if the entity is established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be registered or + See chapter 19 for defined terms 1 December 2019 Page 112 Chapter 1 Admission transferred under the operating rules of an +approved CS facility, the issuer must be approved as a foreign issuer of +CDIs under the operating rules of an +approved CS facility. Introduced 19/12/16 Condition 12 If the entity proposes to apply for quotation of +asset-backed securities: (a) there must be a security trustee or other independent +person representing the interests of the holders of the +asset-backed securities; or (b) if the issue of +asset-backed securities is secured by +equity securities, or options, warrants or other rights relating to +equity securities, the +equity securities must: • be quoted on a stock exchange or traded on another regulated market; and • not constitute a majority interest or confer legal or management control of the companies that have issued them. Introduced 24/10/05 Amended 19/12/16 Note: When deciding whether a retail issue of asset-backed securities should be listed, ASX would have regard to whether potential investors had enough information about the structure, the financial risks that might be involved and the recourse available to investors in the possible event of default. Applying for admission to the official list 1.9 To apply for admission to the +official list as an ASX Debt Listing, an entity must complete Appendix 1B and give it to ASX. Introduced 01/07/96 Origin: Listing Rule 1A(1)(g) Amended 30/09/01 Cross reference: Chapter 16. Continuing obligations of an ASX Debt Listing 1.10 After it is admitted, an entity admitted as an ASX Debt Listing must comply with the following listing rules (and need not comply with the others). Introduced 01/07/96 Amended 30/09/01 Note: If the entity admitted as an ASX Debt Listing is a trust, ASX may specify other rules to suit the circumstances. 1.10.1 In relation to quoted +debt securities • rules 2.1, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.14, 3.1, 3.1A, 3.1B, 3.10.3, 3.10.4, 3.13.2, 3.13.3, 3.15, 3.17, 3.20, 3.21, 3.22, Appendix 6A sections 1 and 2, Chapter 8, rules 15.1.2, 15.2 to 15.10, and Chapters 16, 17, 18, 19, and any listing rules that ASX specifies either before or after the entity is admitted. Introduced 01/07/96 Amended 01/07/97, 01/07/00, 30/09/01, 01/05/13, 02/11/15, 01/12/19 Note: Rule 3.21 only applies to quoted debt securities that pay a dividend or other distribution. Rules 15.2 to 15.10 and Chapters 16, 17, 18 and 19 are more in the nature of procedural rules. 1.10.2 In relation to the entity as a whole: • rules 3.14, 3.16 (other than 3.16.4), 3.18, 4.7A, 4.9, 12.6, 12.6A and 12.6B and any listing rules that ASX specifies either before or after the entity is admitted. Introduced 01/07/96 Amended 01/09/99, 01/07/00, 30/09/01, 01/07/14, 19/12/16 Note: If the entity admitted as an ASX Debt Listing is a trust, ASX may specify other rules to suit the circumstances. + See chapter 19 for defined terms 1 December 2019 Page 113 Chapter 1 Admission ASX Foreign Exempt Listing Requirements for admission as an ASX Foreign Exempt Listing 1.11 For an entity to be admitted to the +official list as an ASX Foreign Exempt Listing, the following conditions must be met to ASX’s satisfaction. Introduced 01/07/96 Listing Rule 1B(1) Amended 30/09/01 Condition 1 The entity must be a +foreign entity and must have as its +overseas home exchange a stock exchange or market which is acceptable to ASX. Introduced 01/07/96 Origin: Listing Rule 1B(1)(b) Amended 01/05/13, 19/12/16, 01/12/19 Note: Guidance Note 4 Foreign Entities Listing on ASX has guidance on the overseas home exchanges that are acceptable to ASX for the purposes of this rule. Condition 2 The entity must be subject to the listing rules (or their equivalent) of its +overseas home exchange. ASX will not waive this rule. Introduced 01/07/96 Origin: Listing Rule 1B(1)(c) Condition 3 ASX must be satisfied that the entity complies with the listing rules (or their equivalent) of its +overseas home exchange. Introduced 01/07/96 Origin: Listing Rule 1B(1)(h) Example: One way for ASX to be satisfied of this is to take into account a statement signed by at least two directors that the entity complies with those listing rules (or their equivalent). Condition 4 The entity must inform ASX of any waiver of all or part of any listing rule (or the equivalent) of its +overseas home exchange that will be in effect in respect of the entity on its admission to the +official list. If ASX requires, the entity must release details of any such waiver to the market. Introduced 08/09/15 Amended 19/12/16 Note: Consistently with listing rule 19.2, the reference in this rule to a waiver includes any relief from or modification of all or part of a rule. Any waiver that is granted to the entity up to the time of its admission to the official list must be disclosed under this rule, so entities should disclose any pending waiver applications as part of their listing application. ASX will normally require disclosure to the market of any waiver disclosed under this rule, only if disclosure to the market would be required in relation to an equivalent waiver granted by ASX. Condition 5 The entity must apply for and be granted permission for +quotation of: (a) if it is a +qualifying NZ entity, all of the +securities that are in that +class; or (b) if it is not a +qualifying NZ entity, +securities that are in the +class for which it seeks +quotation. Introduced 01/07/96 Amended 01/06/02, 08/09/15, 19/12/16 Note: Condition 6 is satisfied if permission for quotation (ie, not actual quotation) is granted on conditions. If a condition is not satisfied, the entity may be removed from the official list. Cross reference: Chapter 2 Condition 6 The entity must: (a) if it is a +qualifying NZ entity, satisfy either the profit test in rule 1.2 or the assets test in rule 1.3 (with the exception of rules 1.3.2 and 1.3.3(a) and (b)); or (b) if it is not a +qualifying NZ entity, satisfy either the profit test in rule 1.12 or the assets test in rule 1.13. Introduced 01/07/96 Origin: Listing Rule 1B(1)(a) Amended 01/06/02, 08/09/15, 19/12/16, 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 114 Chapter 1 Admission Condition 7 If the entity is a +foreign company, it must be registered as a foreign company carrying on business in Australia under the Corporations Act. Introduced 01/07/96 Amended 30/09/01, 19/12/16 Condition 8 If the entity is a trust: (a) if it is not a +qualifying NZ entity, it must have an exemption from ASIC from the requirement to be a registered scheme in Australia and its +responsible entity must be an +Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act; and (b) no-one must be under an obligation to buy-back units in the trust or to allow a +security holder to withdraw from the trust. Introduced 01/07/00 Amended 19/12/16, 01/12/19 Note: In relation to paragraph (a) above, “registered scheme” means a managed investment scheme that is registered under section 601EB of the Corporations Act (rule 19.3 and section 9 of the Corporations Act). If an entity is a registered scheme in Australia, it is by definition an Australian trust and therefore not a foreign entity. Qualifying NZ entities that are trusts do not need to be a registered scheme in Australia nor have an exemption from that requirement by virtue of the trans-Tasman mutual recognition scheme embodied in Chapter 8 of the Corporations Act and related regulations. See ASIC Regulatory Guide 190 Offering financial products in New Zealand and Australia under mutual recognition. Condition 9 The entity must appoint a person to be responsible for communication with ASX in relation to listing rule matters. Introduced 11/03/02 Amended 19/12/16 Note: For many entities the company secretary will be an appropriate person to be responsible for liaison with ASX, although this may not always be the case, taking into account the structure of the entity. ASX expects that the person will have a high degree of familiarity with an entity’s operations or have ready access to senior management who have responsibility for day to day management of the entity. An entity may nominate more than one person to be responsible for communication with ASX but at any time at least one of the persons nominated must be available to ASX. The nomination of such a person is for administrative convenience only and does not in any way abrogate the responsibility that lies on the listed entity under the Listing Rules. Condition 10 The entity must: (a) agree with ASX in writing that documents may be given to ASX and authenticated electronically; and (b) establish the facilities required for the entity to give documents to ASX electronically. Introduced 01/01/03 Amended 19/12/16 Cross-reference: Listing Rules 15.3 and 15.4A, ASX Guidance Note 20 - ASX Online. Condition 11 If the entity is a +qualifying NZ entity, the entity must satisfy ASX that: • if the entity is a body corporate: • each director or proposed director of the entity; • its +CEO or proposed +CEO; and • its +CFO or proposed +CFO; or • if the entity is a trust: • each director or proposed director of the +responsible entity of the trust; • the +CEO or proposed +CEO of the +responsible entity of the trust; and + See chapter 19 for defined terms 1 December 2019 Page 115 Chapter 1 Admission • the +CFO or proposed +CFO of the +responsible entity of the trust, at the date of listing on ASX is of good fame and character. Introduced 08/09/15 Amended 19/12/16, 01/12/19 Note: The references in this rule to a “proposed director”, “proposed CEO” or “proposed CFO” include any person named in the entity’s listing prospectus, PDS or information memorandum as someone proposed to be appointed as a director, CEO or CFO (respectively) of the entity after it has been admitted to the official list. Guidance Note 1 Applying for Admission – ASX Listings has guidance on how an entity can satisfy ASX of these matters. Condition 12 The entity must either: (a) be approved to act as an issuer of quoted +securities under the operating rules of an +approved CS facility; or (b) if the entity is established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be registered or transferred under the operating rules of an +approved CS facility, the issuer must be approved as a foreign issuer of +CDIs under the operating rules of an +approved CS facility. Introduced 19/12/16 The profit test for an ASX Foreign Exempt Listing that is not a +qualifying NZ entity 1.12 To meet the profit test for an entity that is not a +qualifying NZ entity, an entity admitted as an ASX Foreign Exempt Listing must satisfy each of the following. Introduced 01/07/96 Origin: Listing Rule 1B(1)(a)(ii) Amended 30/09/01, 19/12/16 1.12.1 The entity must be a going concern. This rule is satisfied if the entity is the successor of a going concern. Introduced 01/07/96 Origin: Listing Rule 1B(1)(a)(ii) 1.12.2 The entity’s +operating profit before income tax for each of the last 3 full financial years must have been at least $200 million. Introduced 01/07/96 Origin: Listing Rule 1B(1)(a)(ii) Amended 01/06/02 1.12.3 The entity’s +operating profit before income tax must have been, in ASX’s opinion, derived from the entity’s ordinary activities. Introduced 01/07/96 Origin: Listing Rule 1B(1)(a)(ii) 1.12.4 The entity’s +accounts for the last 3 full financial years must have been prepared and audited to standards acceptable to ASX. The +accounts must not have been qualified in a way that goes to whether the entity can continue as a going concern or has satisfied the profit levels required. Introduced 01/07/96 Amended 01/07/00 Note: ASX will accept, for example, the use of International Financial Reporting Standards and International Standards on Auditing. Cross reference: Listing Rule 19.11A. The assets test for an ASX Foreign Exempt Listing that is not a +qualifying NZ entity 1.13 To meet the assets test for an entity that is not a +qualifying NZ entity, at the time of admission, an entity admitted as an ASX Foreign Exempt Listing must have net tangible assets of at least $2,000 million or a +market capitalisation of at least $2,000 million. Introduced 01/07/96 Origin: Listing Rules 1B(1)(a)(i) Amended 30/09/01, 01/06/02, 19/12/16 + See chapter 19 for defined terms 1 December 2019 Page 116 Chapter 1 Admission Applying for admission to the official list as an ASX Foreign Exempt Listing 1.14 To apply for admission to the +official list as an ASX Foreign Exempt Listing, an entity must complete Appendix 1C and give it to ASX. Introduced 01/07/96 Origin: Listing Rule 1B(1)(g) Amended 30/09/01 Cross reference: Chapter 16. Continuing obligations of an ASX Foreign Exempt Listing 1.15 After it is admitted, an entity admitted as an ASX Foreign Exempt Listing must comply with the following listing rules (and need not comply with the others). Introduced 01/07/96 Origin: Listing Rule 1B(4) Amended 30/09/01 1.15.1 Rules 2.2, 2.7, 3.17.3, 3.17.4, 4.11, 8.1, 8.2, 8.3, 8.5, 8.6, 8.7, 8.10, 8.11, 8.17, 8.21, 12.6, 15.2 to 15.6, 15.8, 15.9, Chapters 16, 17, 18 and 19 and any listing rules that ASX specifies, either before or after it is admitted. Introduced 01/07/96 Origin: Listing Rule 1B(4) Amended 01/07/98, 01/09/99, 01/07/00, 24/10/05, 08/09/15, 19/12/16, 01/12/19 1.15.1A If the entity is a +qualifying NZ entity, rule 2.4. Introduced 19/12/16 1.15.1B If the entity is a company, rule 12.6A. Introduced 19/12/16 1.15.1C If the entity is a trust, rule 12.6B. Introduced 19/12/16 Note: Listing Rules 15.2 to 15.6, 15.8, 15.9, and Chapters 16, 17, 18 and 19 are more in the nature of procedural rules. ASX will have regard to the information given in the application about the regulatory regime to which the entity is subject and the entity’s circumstances generally when deciding if additional rules should be specified. Examples: If a significant proportion of an entity’s management, business, operations, assets or derivation of revenue is in Australia, ASX may specify additional listing rules with a view to ensuring that the entity is treated similarly to an Australian entity. If an entity’s financial statements are prepared using accounting standards that ASX is not prepared to accept in place of Australian standards, or the disclosure regime of the overseas home exchange is not broadly similar to ASX’s, ASX may specify additional rules. 1.15.2 An entity admitted as an ASX Foreign Exempt Listing must immediately provide to ASX all the information that it provides to its +overseas home exchange that is, or is to be, made public. ASX will not waive this rule. Introduced 01/07/96 Origin: Listing Rule 1B(3), 1B(5) Amended 30/09/01, 01/01/12 1.15.3 An entity admitted as an ASX Foreign Exempt Listing must continue to comply with the listing rules (or their equivalent) of its +overseas home exchange. By no later than the lodgement of its full year accounts with ASX in each year, the entity must give ASX, for release to the market, a statement that it continues to comply with those rules. Introduced 01/07/96 Origin: Listing Rule 1B(3) Amended 30/09/01, 08/09/15 1.15.4 An entity admitted as an ASX Foreign Exempt Listing must promptly inform ASX if it is granted a waiver of all or part of any listing rule (or the equivalent) of its +overseas home exchange. If ASX requires, the entity must release details of any such waiver to the market. Introduced 08/09/15 + See chapter 19 for defined terms 1 December 2019 Page 117 Chapter 1 Admission Note: Consistently with Listing Rule 19.2, the reference in this rule to a waiver includes any relief from the ordinary effect of a rule. ASX will normally require disclosure to the market of any such waiver only if disclosure to the market would be required in relation to an equivalent waiver granted by ASX. 1.15.5 An entity admitted as an ASX Foreign Exempt Listing must immediately request a +trading halt in respect of its +securities or a +class of them if trading in those +securities or that +class is halted on its +overseas home exchange. Rule 17.1 applies to any such request. This rule does not limit the application of Chapter 17 to an entity. Introduced 08/09/15 1.15.6 An entity admitted as an ASX Foreign Exempt Listing must immediately request a suspension of +quotation in respect of its +securities or a +class of them if those +securities or that +class have been suspended from quotation on its +overseas home exchange. Rule 17.2 applies to any such request. This rule does not limit the application of Chapter 17 to an entity. Introduced 08/09/15 Rules that apply to all entities ASX satisfied of compliance with the listing rules 1.16 For an entity to be admitted to the +official list, ASX must be satisfied that the entity will comply with the listing rules. Introduced 01/07/96 Origin: Listing Rules 1A(1)(d), 1A(8)(ii) Cross reference: Listing Rules 8.1, 18.6. Additional information 1.17 ASX may seek additional information from the entity, or any other person, in relation to the application for admission. ASX may submit, or require the entity to submit, any information given to ASX to the scrutiny of an expert selected by ASX. The entity must pay for the expert. Introduced 01/07/96 Amended 01/07/00 Fees 1.18 An entity seeking admission to the +official list must pay fees in accordance with chapter 16. Introduced 01/07/96 Origin: Listing Rules 1B(1)(e), 4A(1) ASX’s discretion concerning admission 1.19 Admission to the +official list, and the category of an entity’s admission, is in ASX’s absolute discretion. ASX may admit an entity on any conditions it thinks appropriate. ASX may grant or refuse admission without giving any reasons. Introduced 01/07/96 Origin: Foreword, Listing Rules 1A(2)(c), 1B(1)(i) and 1B(2) Note: Guidance Note 1 Applying for Admission – ASX Listings has guidance on when ASX may exercise its discretion not to admit an entity to the official list. Cross reference: Listing Rule 18.9. How and when admission to the official list occurs 1.20 An entity is admitted to the +official list in the particular category in which ASX resolves to admit it. 1.20.1 If the resolution is conditional, the entity is admitted when the conditions are met or ASX accepts undertakings to meet them, on a date decided by ASX. + See chapter 19 for defined terms 1 December 2019 Page 118 Chapter 1 Admission 1.20.2 If the resolution is unconditional, the entity is admitted on the date specified in the resolution. If no date is specified, the entity is admitted on a date decided by ASX. Introduced 01/07/96 Amended 01/07/00 Cross reference: Listing Rule 18.9. End of Section. Next page is no. 201. + See chapter 19 for defined terms 1 December 2019 Page 119 Chapter 2 Quotation Chapter 2 Quotation Table of Contents The main headings in this chapter Rules Quotation of securities on admission 2.1 - 2.3 Quotation of securities after admission 2.4 - 2.8 Rules that apply to all securities 2.9 - 2.12 Rules that apply in CHESS 2.14 Quotation of partly paid shares in an NL company 2.15 Explanatory note The first part of this chapter deals with +quotation of +securities on admission to the +official list. In this case, +quotation will be of the +main class of the entity’s +securities and any additional class for which +quotation is sought at the time of admission. If an entity does not meet the tests for +quotation of its +main class of +securities, it will not be admitted to the +official list. The second part of the chapter deals with +quotation of +securities after admission. In this case, the +securities for which +quotation is sought may be additional +securities in a +class already quoted or a new +class of +securities not previously quoted. The remainder of the chapter deals with rules that apply to all entities and +quotation of partly paid shares in a no liability company. ASX takes into account the particular circumstances of each applicant. ASX may grant +quotation even though not all the requirements have been met. ASX may refuse to grant +quotation even though all the requirements have been met. Quotation of securities on admission Main class of securities (ASX Listing) and debt securities (ASX Debt Listing) 2.1 For +quotation of the +main class of +securities of an entity seeking admission to the +official list as an ASX Listing, or of +debt securities of an entity seeking admission to the +official list as an ASX Debt Listing, the following conditions must be met to ASX’s satisfaction. Introduced 01/07/96 Origin: Listing Rule 2A(2) Amended 30/09/01 Condition 1 The terms of the entity’s +securities must comply with chapter 6. Introduced 01/07/96 Origin: Listing Rule 2A(2) Note: Chapter 6 deals with securities. Condition 2 The issue price or sale price of all the +securities for which the entity seeks +quotation (except options) must be at least 20 cents in cash. +Restricted securities (after the escrow period ends) and +securities + See chapter 19 for defined terms 1 December 2019 Page 201 Chapter 2 Quotation issued under an +employee incentive scheme may still be quoted even though they are issued or sold at less than 20 cents. Introduced 01/07/96 Origin: Listing Rule 1A(3)(b)(i), 2A(1)(a) Amended 01/09/99 Cross reference: Listing Rules 2.12, 6.14. Condition 3 Either: (a) the +securities; or (b) if the entity is established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be registered or transferred under the operating rules of an +approved CS facility, CDIs issued over those +securities, have been approved under the operating rules of an +approved CS facility. Introduced 01/07/96 Origin: Listing Rule 1A(1)(h) Amended 01/09/99, 30/09/01, 03/05/04, 19/12/16 Condition 4 If the +securities are partly paid +securities, there must be a defined call program setting out the date and amount of each proposed call. The call program may provide for one extension of up to 6 months of the date for payment of a call, on provision of at least 2 months’ written notice to holders of the partly paid +securities. However, the call program for a +mining entity or an +oil and gas entity must require payment in full within 2 years after the +issue date and must not be extended past 2 years. This condition does not apply to a no liability company. Introduced 01/07/96 Origin: Listing Rule 2A(4) Amended 01/07/97, 01/09/99, 04/03/13, 01/12/13 Cross reference: Listing Rule 3.17. Condition 5 If the +securities are +debt securities or +convertible debt securities, a copy of the documents setting out the terms of the +securities must have been given to ASX. Introduced 01/07/96 Origin: Listing Rule 2A(7) Amended 01/07/00 Note: As at 01/07/00 section 260FA(1) of the Corporations Act may require a trust deed in relation to debt securities. If a trust deed is required, a copy must be given to ASX under this rule. Condition 6 If the +securities are +debt securities, their aggregate face value must be at least $10 million. Introduced 30/09/01 Origin: Listing Rule 1.8 condition 6 ASX Foreign Exempt Listing 2.2 For +quotation of +securities of an entity seeking admission to the +official list as an ASX Foreign Exempt Listing, either: (a) the +securities; or (b) if the entity is established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be registered or transferred under the operating rules of an +approved CS facility, CDIs issued over those +securities, must have been approved under the operating rules of an +approved CS facility. Introduced 01/07/96 Origin: Listing Rule 1B(1)(j) Amended 01/09/99, 30/09/01, 03/05/04, 19/12/16 + See chapter 19 for defined terms 1 December 2019 Page 202 Chapter 2 Quotation Quotation of other classes of securities on admission 2.3 For +quotation of a +class of +securities of an entity seeking admission that is in addition to its +main class of +securities, Listing Rules 2.4 to 2.12 must be met to ASX’s satisfaction. Introduced 01/07/96 Quotation of securities after admission Obligation to apply for quotation of additional securities 2.4 An entity must apply for +quotation of all +securities (except +restricted securities and +securities issued under an +employee incentive scheme that are subject to restrictions on transfer) that are in a +class of +securities that is to be quoted, or that is already quoted. Introduced 01/07/96 Origin: Foreword Amended 01/09/99, 30/09/01, 01/06/02, 24/10/05 Note: An entity may apply for quotation of securities issued under an employee incentive scheme which are subject to restrictions on transfer either at the time of issue, or within the time period permitted by Listing Rule 2.8.2B. Requirements for quotation of additional securities 2.5 For an entity’s +securities (except its +main class) to be quoted, the following conditions must be met to ASX’s satisfaction. Condition 1 The terms of the entity’s +securities must comply with chapter 6. Introduced 01/07/96 Origin: Listing Rule 2A(2) Note: Chapter 6 deals with securities. Condition 2 If there are any +restricted securities, the entity must have complied with chapter 9. Introduced 01/07/96 Origin: Listing Rule 1A(2)(b) Note: Chapter 9 deals with restricted securities. Condition 3 Either: (a) the +securities; or (b) if the entity is established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be registered or transferred under the operating rules of an +approved CS facility, CDIs issued over those +securities, have been approved under the operating rules of an +approved CS facility. Introduced 19/12/16 Condition 4 If the +securities are partly paid +securities, there must be a defined call program setting out the date and amount of each proposed call. The call program may provide for one extension of up to 6 months of the date for payment of a call, on provision of at least 2 months’ written notice to holders of the partly paid +securities. However, the call program for a +mining entity or an +oil and gas entity must require payment in full within 2 years after the +issue date and must not be extended past 2 years. This condition does not apply to a no liability company. Introduced 01/07/96 Origin: Listing Rule 2A(4) Amended 01/07/97, 01/09/99, 04/03/13, 01/12/13 Cross reference: Listing Rule 3.17. + See chapter 19 for defined terms 1 December 2019 Page 203 Chapter 2 Quotation Condition 5 If the +securities are +debt securities or +convertible debt securities a copy of the documents setting out the terms of the +securities must have been given to ASX. Introduced 01/07/96 Origin: Listing Rule 2A(7), 2A(8) Amended 01/07/00, 19/12/16 Note: As at 01/07/00 section 260FA(1) of the Corporations Act may require a trust deed in relation to debt securities. If a trust deed is required, a copy must be given to ASX under this rule. Condition 6 If the +securities are a +class of +equity securities, or other +securities with rights of +conversion to equity, that are not already quoted, there must be at least 100,000 +securities and 50 holders with a +marketable parcel (excluding +restricted securities). This condition does not apply if either of the following requirements is met. (a) The +securities would be in the same +class as the fully paid +ordinary securities of the entity (ignoring the fact that they do not rank equally for the next dividend - in the case of a trust, distribution - and ignoring any right to participate in a concurrent offer) and there are at least 1 million +securities. (b) The +securities are a +class of partly paid +securities, there are at least 1 million +securities, they are paid to not less than 40% of their issue price and the uncalled amount is payable on a fixed date which is within 12 months after the +issue date. Introduced 01/07/96 Origin: Listing Rule 2A(5)(a) Listing Rule 2.5 conditions 7 and 8 Amended 01/07/97, 04/03/13 Condition 7 If the +securities are options issued on the exercise of other options, the other options must have expired, or have all been exercised. Introduced 01/07/96 Origin: Listing Rule 3E(13)(j)(iv) Amended 19/12/16 Note: These options are sometimes called primary and secondary options. If the primary options do not have an expiry date, in order for this rule to be satisfied, all primary options must have been exercised. Fees for quotation of additional securities 2.6 An entity seeking +quotation of +securities must pay fees in accordance with chapter 16. Introduced 01/07/96 Origin: Listing Rule 4B(1) Applying for quotation of additional securities 2.7 To apply for +quotation of +securities, an entity must complete an Appendix 2A and give it to ASX. However, an entity seeking admission to the +official list need not complete an Appendix 2A if it has included the +securities in its Appendix 1A, 1B or 1C. Introduced 01/07/96 Amended 01/07/00, 01/12/19 Note: The Appendix 2A must be received by ASX no later than midday (Sydney time) at least one business day prior to the intended date for quotation of the securities. Time limits for applying 2.8 An entity must apply for +quotation of +securities as follows. 2.8.1 If the +securities are being offered under a +disclosure document or +PDS which states or implies that the +securities offered under it are to be quoted on ASX – within 7 days of the date of the +disclosure document or +PDS. Introduced 01/12/19 Cross reference: Corporations Act sections 723(3) and 724 (securities offered under a disclosure document) and sections 1013H and 1016D (securities offered under a PDS). + See chapter 19 for defined terms 1 December 2019 Page 204 Chapter 2 Quotation 2.8.2 If the +securities are not being offered under a +disclosure document or +PDS but are being offered or issued in a transaction for which there is a timetable in Appendix 6A or Appendix 7A – as and when specified in that timetable. Introduced 01/07/96 Origin: Listing Rule 3J(7) Amended 01/07/97, 01/12/19 2.8.3 If unquoted +convertible securities are converted into +securities in the same +class as quoted +securities – within 10 +business days after the date they were converted. Introduced 01/12/19 Note: Section 5 of Appendix 6A specifies when an Appendix 2A must be lodged where a quoted convertible security is converted into securities in the same class as quoted securities. An exercise of options is a conversion of convertible securities for the purposes of this rule. Cross reference: Listing Rules 2.4 and 3.10.3B. 2.8.4 If unquoted partly paid +securities become fully paid +securities in the same +class as quoted fully paid +securities – within 5 +business days after the date they were fully paid up. Note: Section 3 (no-liability companies) and section 4 (other listed entities) of Appendix 6A specifies when an Appendix 2A must be lodged where a quoted partly paid security is converted into a fully paid security that is in the same class as quoted securities. Introduced 01/07/97 Amended 01/12/19 Cross reference: Listing Rules 2.4 and 3.10.3C. 2.8.5 If the +securities are +restricted securities – within 5 +business days after the end of the escrow period. Introduced 01/07/96 Amended 01/07/98, 01/12/19 Cross reference: Listing Rule 2.4. 2.8.6 If the +securities are issued under an +employee incentive scheme – within 5 +business days of their date of issue or, if they are subject to restrictions on transfer, within 5 +business days after the end of the restrictions. Introduced 01/09/99 Amended 01/12/19 Cross reference: Listing Rule 2.4. 2.8.7 In any other case – on or before the date specified by ASX. Introduced 01/07/96 Origin: Listing Rule 3J(7) Amended 04/03/13, 01/12/19 Note: An entity wishing to have securities quoted under Listing Rule 2.8.7 should approach ASX to discuss the timetable for the quotation of those securities. In each case above, the application for quotation must be received by ASX no later than midday (Sydney time) at least one +business day prior to the intended date for quotation of the +securities. However, in the case of an +employee incentive scheme that involves frequent issues of +securities, ASX may agree that an application for +quotation of such +securities may be made on a periodic basis rather than when they are issued. If ASX does agree to this, the entity must still comply with Listing Rule 3.10.3A in relation to each issue. Introduced 01/07/96 Origin: Listing Rule 3J(7) Amended 01/07/97, 01/12/19 Cross reference: Guidance Note 15A – ASX Schedule of Listing Fees. Rules that apply to all securities ASX’s discretion concerning quotation 2.9 +Quotationof an entity’s +securities is in ASX’s absolute discretion. ASX may grant +quotation on any conditions it thinks appropriate. ASX may grant or refuse +quotation without giving any reasons. + See chapter 19 for defined terms 1 December 2019 Page 205 Chapter 2 Quotation Introduced 01/07/96 Origin: Foreword How and when quotation occurs 2.10 ASX will quote +securities on the date it decides. ASX may quote the +securities on any conditions it thinks appropriate. Introduced 01/07/96 Origin: Procedures 1(d), 1(e) Amended 01/12/19 Note: ASX will generally publish a market circular advising of the entity’s proposed quotation date. In the case of an entity seeking first quotation of securities at listing: (a) If ASX agrees to a conditional market in accordance with ASX Operating Rule 3330, quotation will usually be granted on a conditional and deferred settlement basis after ASX is satisfied that the entity has met all of the conditions for its admission to the official list. (b) Subject to paragraph (a) above, if the entity’s capital raising does not include a general public offer (eg it is limited to institutional offers, broker-firm offers and/or invitation only offers), quotation will usually be granted on a normal (T+2) basis after ASX is satisfied that the entity has met all of the conditions for its admission to the official list and ASX has received confirmation from the entity before market open on the proposed quotation date that the securities to be quoted have been issued. (c) Subject to paragraph (a) above, if the entity’s capital raising includes a general public offer, quotation will usually be granted on a normal (T+2) basis 3 business days after ASX is satisfied that the entity has met all of the conditions for its admission to the official list and ASX has received confirmation that holding statements have been sent to security holders. In each case above, ASX expects an entity to the entity must make appropriate arrangements (including a security information centre with toll free telephone lines) to provide information to investors about their allocations and to address any other queries they may have. In the case of a trust seeking quotation of newly issued units, if the cooling off period under section 1019B of the Corporations Act applies, quotation may not be granted until the 19th day after the units were issued. ASX publishes the date it will quote securities in the Daily Schedule. Re-quotation of forfeited shares 2.11 Forfeited shares cease to be quoted from the time of forfeiture. If they rank equally with a +class of quoted shares, they will be re-quoted when ASX has been advised that they have been sold or reissued, or redeemed by the former holder. Introduced 01/07/96 Origin: Listing Rule 3P(1), 3P(2) Cross reference: Listing Rule 16.4. No quotation of restricted securities during escrow period 2.12 +Restricted securities will not be quoted during the escrow period. Introduced 01/07/96 Amended 01/07/98 Cross reference: Chapter 9. 2.13 [Deleted] Introduced 01/07/96 Deleted 01/07/98 Rules that apply in CHESS 2.14 [Deleted] Introduced 01/07/96 Origin Listing Rule 2A(5A) Deleted 30/09/01 Refer Listing Rule 2.5 condition 9 Quotation of partly paid shares in NL company 2.15 A no liability company may have only one +class of partly paid shares which are +quoted. Introduced 01/07/96 Origin: Listing Rule 3E(4) + See chapter 19 for defined terms 1 December 2019 Page 206 Chapter 2 Quotation CDIs 2.16 [Deleted] Introduced 01/09/99 Amended 30/09/01, 03/05/04, 01/01/12 Deleted 19/12/16 End of Section. Next page is no. 301. + See chapter 19 for defined terms 1 December 2019 Page 207 Chapter 3 Continuous disclosure Chapter 3 Continuous disclosure Table of Contents The main headings in this chapter Rules Immediate notice of material information 3.1 Exception to rule 3.1 3.1A False market 3.1B Notice of specific information 3.2 - 3.19 Compliance with timetable 3.20 - 3.22 Explanatory note This chapter sets out the continuous disclosure requirements that an entity must satisfy. Information for release to the market must be given to ASX’s +market announcements office. Entities should note chapter 4, which deals with periodic disclosure, and chapter 5, which deals with additional reporting requirements for +mining entities, +oil and gas entities and other entities reporting on mining and oil and gas activities. Chapter 15 sets out where the draft and final documents must be lodged. For further guidance on continuous disclosure, see Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B. Amended 01/05/13, 01/12/13, 01/12/19 Immediate notice of material information General rule 3.1 Once an entity is or becomes +aware of any +information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s +securities, the entity must immediately tell ASX that information. Introduced 01/07/96 Origin: Listing Rule 3A(1) Amended 01/07/00, 01/01/03, 01/05/13 Note: Section 677 of the Corporations Act defines material effect on price or value. As at 1 May 2013 it said for the purpose of sections 674 and 675 a reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, or buy or sell, the first mentioned securities. “Information” may include information necessary to prevent or correct a false market, see Listing Rule 3.1B. It may also include matters of supposition and other matters that are insufficiently definite to warrant disclosure to the market, and matters relating to the intentions, or likely intentions, of a person (see Listing Rule 19.12). A confidentiality agreement cannot prevent an entity from complying with its obligations under the Listing Rules and, in particular, its obligation to give ASX information for release to the market where required by the Listing Rules. Examples: The following are non-exhaustive examples of the type of information that, depending on the circumstances, could require disclosure by an entity under this rule: • a transaction that will lead to a significant change in the nature or scale of the entity’s activities (see also Listing Rule 11.1 and Guidance Note 12 Significant Changes to Activities); • a material mineral or hydro-carbon discovery; • a material acquisition or disposal; + See chapter 19 for defined terms 1 December 2019 Page 301 Chapter 3 Continuous disclosure • the granting or withdrawal of a material licence; • the entry into, variation or termination of a material agreement; • becoming a plaintiff or defendant in a material law suit; • the fact that the entity’s earnings will be materially different from market expectations; • the appointment of a liquidator, administrator or receiver; • the commission of an event of default under, or other event entitling a financier to terminate, a material financing facility; • under subscriptions or over subscriptions to an issue of securities (a proposed issue of securities is separately notifiable to ASX under Listing Rule 3.10.3); • giving or receiving a notice of intention to make a takeover; and • any rating applied by a rating agency to an entity or its securities and any change to such a rating. Cross-reference: Listing Rules 3.1A, 3.1B, 5.18, 15.7, 18.7A, 19.2, Guidance Note 8 Continuous Disclosure: Listing Rules 3.1-3.1B. Exception to rule 3.1 3.1A Listing rule 3.1 does not apply to particular +information while each of the following is satisfied in relation to the information: 3.1A.1 One or more of the following 5 situations applies: • It would be a breach of a law to disclose the information; • The information concerns an incomplete proposal or negotiation; • The information comprises matters of supposition or is insufficiently definite to warrant disclosure; • The information is generated for the internal management purposes of the entity; or • The information is a trade secret; and 3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential; and 3.1A.3 A reasonable person would not expect the information to be disclosed. Introduced 01/01/03 Amended 01/05/13 Cross-reference: Listing Rules 3.1, 3.1B, 18.8A; Guidance Note 8 Continuous Disclosure: Listing Rules 3.1-3.1B. False market 3.1B If ASX considers that there is or is likely to be a false market in an entity’s +securities and asks the entity to give it +information to correct or prevent a false market, the entity must immediately give ASX that information. Introduced 01/01/03 Amended 01/05/13 Note: The obligation to give information under this rule arises even if the exception under Listing Rule 3.1A applies. Cross-reference: Listing Rules 3.1, 3.1A, 18.7A; Guidance Note 8 Continuous Disclosure: Listing Rules 3.1-3.1B. Notice of specific information Entity making a takeover bid 3.2 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3R(7) Amended 13/03/00 Deleted 11/01/10 3.3 [Deleted] + See chapter 19 for defined terms 1 December 2019 Page 302 Chapter 3 Continuous disclosure Introduced 01/07/96 Origin: Listing Rule 3R(8) Amended 01/07/97, 13/03/00 Deleted 11/01/10 3.4 Within 10 +business days after the end of the offer period for a takeover bid, an entity must give ASX the following information. 3.4.1 If the entity (or one of its +child entities) made the takeover bid and the consideration was +equity securities in the entity, a distribution schedule as set out in rule 4.10.7; and the names of, and percentages held by, the 20 largest holders as set out in rule 4.10.9. Introduced 01/07/96 Origin: Listing Rule 3R(8A) Amended 01/07/97, 13/03/00 3.4.2 If the entity was subject to the takeover bid and compulsory acquisition will not proceed, a distribution schedule as set out in rule 4.10.7; and the names of, and percentages held by, the 20 largest holders as set out in rule 4.10.9. Introduced 01/07/96 Origin: Listing Rule 3R(8A) Amended 13/03/00 3.5 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3V(11)(a)(ii) Amended 01/07/98 Deleted 01/09/99 Refer rule 3.8A 3.6 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3V(11)(b) Deleted 01/09/99 Refer rule 3.8A 3.7 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3V(11)(a)(i) Deleted 01/09/99 Refer rule 3.8A 3.8 [Deleted] Introduced 01/07/96 Origin: Listing Rules 3V(8)(a), (b) Deleted 01/09/99 Refer rule 3.8A Company making a buy-back 3.8A A company must complete the following documents and give them to ASX at the times set out below. Document Type of buy-back When document must be given to ASX Minimum Employee On- Equal Selective holding share market access scheme scheme Appendix 3C __     In the case of an on- Announcement market buy back, of buy-back immediately the company decides that it wants to buy back shares. Example: On 1 February a company decides that it wants to buy back shares in March. The Appendix 3C must be given to ASX on 1 February. In the case of any other buy-back, immediately the company decides to buy back shares. + See chapter 19 for defined terms 1 December 2019 Page 303 Chapter 3 Continuous disclosure Document Type of buy-back When document must be given to ASX Minimum Employee On- Equal Selective holding share market access scheme scheme Appendix 3D __     Immediately any change is Change relating made to information the to buy-back company has given to ASX in Appendix 3C or Appendix 3D. Appendix 3E __    __ At least half an hour Daily before the commencement notification of trading on the business day after any day on which shares are bought back. Appendix 3F __     In the case of an on- Final notice market buy back, at least half an hour before the commencement of trading on the business day after any of the following. • The company buys back the maximum number of shares that it wanted. • The company decides it will stop buying back shares. In the case of an equal access buy-back scheme, one business day after the offer closing date. A copy of any      At the same time as the notice of company lodges the notice cancellation of + with the ASIC. shares lodged + Note: As at 1/9/99, section 254Y with the ASIC of the Corporations Act requires following a buy- a notice stating the number of back shares cancelled, the amount paid by the company (in cash or otherwise) on the buy-back, and the class of shares cancelled to be lodged with the ASIC within one month after the cancellation of the shares. Introduced 01/09/99 Origin: Listing Rules 3.5, 3.6, 3.7, 3.8, 7.29, 7.30, 7.31 and 7.32 Amended 11/01/10, 01/12/19 Note: “Equal access scheme” includes a selective buy-back which does not require shareholder approval as a result of a modification by ASIC of the Corporations Act, unless ASX decides otherwise. Cross reference: Appendix 7A, section 11. Note: ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159 sets out modifications to Chapter 5C of the Corporations Act relating to on-market buy-backs by ASX-listed managed investment schemes. + See chapter 19 for defined terms 1 December 2019 Page 304 Chapter 3 Continuous disclosure 3.9 If an agreement constituting a buy-back is rescinded or discharged except by performance, the company must tell ASX. It must also tell ASX the number of shares to which the agreement related. It must do so at least half an hour before the commencement of trading on the +business day following the day on which the agreement was rescinded or discharged. Introduced 01/07/96 Origin: Listing Rule 3V(11)(a)(iii) Amended 11/01/10, 01/12/19 Cross reference: Listing Rules 7.29 - 7.35. Note: ASIC Corporations (ASX-listed Schemes On-market Buy-backs) Instrument 2016/1159 sets out modifications to Chapter 5C of the Corporations Act relating to on-market buy-backs by ASX-listed managed investment schemes. Capital 3.10 An entity must tell ASX the following information. It must do so immediately unless otherwise specified. 3.10.1 Details of a reorganisation to be made to its capital (in the case of a trust, interests). The notification to ASX must be in the form of or accompanied by: • if the reorganisation involves a split or consolidation of +securities, an Appendix 3A.3; • if the reorganisation involves a cash return of capital, an Appendix 3A.4; or • if the reorganisation involves an in specie distribution of +securities, an Appendix 3A.5. Introduced 01/07/96 Origin: Listing Rule 3A(10A) Amended 01/12/19 3.10.2 Details of a call to be made on its shares (in the case of a trust, an instalment to be made on its +units). The notification to ASX must be in the form of, or accompanied by, an Appendix 3A.6. Introduced 01/07/96 Origin: Listing Rule 3A(10) Amended 01/12/19 3.10.3 Details of a proposed issue of: • +equity securities (other than an issue to be made under a +dividend or distribution plan or an +employee incentive scheme or as a consequence of the conversion of any +convertible securities); or • +debt securities that are in a +class that is quoted or intended to be quoted on ASX. The notification to ASX must be in the form of, or accompanied by, an Appendix 3B. The entity must also immediately tell ASX if there is an error in, or a change to, any of the information it has given to ASX about a proposed issue of +securities. Introduced 01/07/96 Origin: Listing Rules 3E(5)(a)(i), 3E(5)(a)(iii), 3E(5)(a)(v), 3E(5)(b), 3T(1)(a), Appendix 5 Amended 01/07/00, 14/04/14, 01/12/19 Note: Convertible debt securities are equity securities for these purposes (see the definition of ‘equity security’ in Listing Rule 19.12). Rule 3.10.3 does not apply to a proposed issue of equity securities to be made under a dividend or distribution plan or an employee incentive scheme or as a consequence of the conversion of any convertible securities. An issue of equity securities under a dividend or distribution plan is notified to ASX via an Appendix 3A.1 (see Listing Rule 3.21). An issue of equity securities under an employee incentive scheme is notified to ASX via an Appendix 2A or 3G (see Listing Rule 3.10.3A). An issue of equity securities as a consequence of the conversion of any convertible securities is also notified to ASX via an Appendix 2A or 3G (see rule 3.10.3B). Rule 3.10.3 only applies to debt securities if they are in a class that is quoted or intended to be quoted on ASX. However, information about an issue of debt securities that are not, and are not intended to be, quoted on ASX may be separately notifiable to ASX under Listing Rule 3.1 if a reasonable person would expect it to have a material effect on the price or value of the entity’s securities. If the securities proposed to be issued are intended to be quoted on ASX, the entity will also need to lodge an Appendix 2A application for quotation in due course (see Listing Rules 2.7 and 2.8). + See chapter 19 for defined terms 1 December 2019 Page 305 Chapter 3 Continuous disclosure If any of the securities are issued to a director or a director will otherwise have a notifiable interest in them, the entity will also need to lodge an Appendix 3Y in relation to those securities and the issue may require approval under Listing Rule 10.11. If an entity notifies ASX that there is an error in, or a change to, any of the information it has given to ASX about a proposed issue of securities, ASX may require the entity to provide an updated Appendix 3B reflecting the corrections or changes. 3.10.3A Within 5 +business days of any issue of +equity securities under an +employee incentive scheme. If the +equity securities are to be immediately quoted, the notification can be given in an Appendix 2A. Otherwise, the notification must be in the form of, or accompanied by, an Appendix 3G. Introduced 01/12/19 Note: If any of the securities are issued to a director or a director will otherwise have a notifiable interest in them, the entity will also need to lodge an Appendix 3Y in relation to those securities and the issue may require approval under Listing Tule 10.11 or 10.14. 3.10.3B Within 10 +business days of the conversion of any +convertible securities. If the +equity securities issued as a consequence of the conversion are to be quoted, the notification can be given in an Appendix 2A. Otherwise, the notification must be in the form of, or accompanied by, an Appendix 3G. Introduced 01/12/19 Note: An exercise of options is a conversion of convertible securities for the purposes of this rule. If any of the securities are issued to a director or a director will otherwise have a notifiable interest in them, the entity will also need to lodge an Appendix 3Y in relation to those securities. 3.10.3C Within 5 +business days if unquoted partly paid +equity securities become fully paid +securities. If the fully paid securities are to be quoted, the notification can be given in an Appendix 2A. Otherwise, the notification must be in the form of, or accompanied by, an Appendix 3G. Introduced 01/12/19 3.10.4 The lodging of any +disclosure document or +PDS with +ASIC or an equivalent overseas regulator or the issuing of any +information memorandum. A copy of any +disclosure document or +PDS must be given to ASX immediately after it is lodged with +ASIC or the overseas regulator. A copy of the +information memorandum must be given to ASX before it is issued to prospective investors. Introduced 01/07/96 Origin: Listing Rules 3E(5)(a)(v), (vi) Amended 13/03/00, 11/03/02, 19/12/16, 01/12/19 Cross reference: Listing Rule 3.1. 3.10.5 If the entity issues a new +class of quoted +equity securities: (a) a list of the names of the 20 largest recipients of those +securities, and the number and percentage of those +securities received by each of those recipients; and (b) a distribution schedule for those +securities setting out the number of recipients in the following categories and the total percentage of those +securities held by the recipients in each category: 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over. Introduced 01/07/96 Origin: Listing Rule 3E(5)(a)(iv) Amended 01/09/99, 01/07/00, 30/09/01, 14/04/14, 19/12/16, 01/12/19 Note: An entity will normally provide this information in or with its Appendix 2A seeking quotation of the new class of equity securities. If the information is not available at the time the entity lodges its Appendix 2A, it will need to give it separately to ASX as soon as it becomes available. 3.10.5A [Deleted] + See chapter 19 for defined terms 1 December 2019 Page 306 Chapter 3 Continuous disclosure Introduced 01/08/12 Amended 04/03/13 Deleted 01/12/19 3.10.6 Details of the exercise by an +underwriter of a right to terminate an +underwriting agreement or to avoid or change the +underwriter’s obligations under an +underwriting agreement. Introduced 01/07/96 Origin: Listing Rule 3E(16A) Amended 01/12/19 Cross reference: Listing Rule 3.11.3. 3.10.7 In the case of +convertible securities, an event has occurred that gives +security holders a right of conversion or exercise, and details of that event and the resulting conversion or exercise period. Introduced 01/09/99 Amended 01/12/19 Cross reference: Appendix 6A, section 5. 3.10.8 If a +dividend or distribution plan is established, amended, deactivated or reactivated. A copy of the terms of the plan or any amendment to it must be given to ASX. Introduced 31/03/04 Amended 01/05/13, 01/12/19 Cross reference: Listing Rules 7.2 exception 4 and Listing Rule 10.12 exception 3. 3.10.9 If it enters into or activates an +underwriting agreement in relation to the level of reinvestment of a particular dividend or distribution under a +dividend or distribution plan. The entity must tell ASX the name of the +underwriter, the extent of the +underwriting, the fee, commission or other consideration payable, and a summary of the significant events that could lead to the +underwriting being terminated. Introduced 01/12/19 Note: The obligation to disclose details of the underwriting does not extend to sub-underwriting arrangements (see the definition of “underwrite” in Listing Rule 19.12). The reference to the “extent of the underwriting” means the level of reinvestment of the particular dividend or distribution that is underwritten. The reference to the “fee, commission or other consideration payable” includes any applicable discount the underwriter receives to the issue price for securities under the dividend or distribution plan. Cross reference: Listing Rules 7.2 exception 4 and Listing Rule 10.12 exception 3, Appendix 3A.1. Forthcoming release of restricted securities and securities subject to voluntary escrow 3.10A An entity must tell ASX that +restricted securities or +securities subject to voluntary escrow will be released from escrow not less than 5 +business days before the end of the escrow period. The notice must include details of the number and class of securities to be released, and the date they will be released, from escrow. Introduced 30/09/01 Amended 02/11/15, 19/12/16, 01/12/19 Note: If necessary, the entity must make arrangements with the allottees of restricted securities or securities subject to voluntary escrow that will enable it to comply with this rule. In the case of restricted securities, the entity must also apply for their quotation no later than 5 business days after the end of the escrow period using an Appendix 2A (see Listing Rule 2.8.5). In the case of securities which are subject to voluntary escrow, those securities will generally already be quoted on ASX. Securities issued under an employee incentive scheme that have restrictions on their transfer under the terms of the scheme are not regarded as being subject to voluntary escrow. Cross reference: Listing Rules 2.8.5 and 4.10.14. Options 3.11 An entity must tell ASX the following information. 3.11.1 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3T(2)(b) Deleted 01/07/98 + See chapter 19 for defined terms 1 December 2019 Page 307 Chapter 3 Continuous disclosure 3.11.2 A change to the exercise price of an option, or the number of +underlying securities over which the option is exercisable, and the date the change becomes effective. The entity must tell ASX at least 5 +business days before the change becomes effective. Introduced 01/07/96 Origin: Listing Rule 3G(1)(c)(iii), 3G(6) Cross reference: chapter 6 sets out ways in which the exercise price of an option may change. 3.11.3 Immediately after it enters into an +underwriting agreement for the exercise of options. The entity must tell ASX the name of the +underwriter, the extent of the +underwriting, the fee, commission or other consideration payable, and a summary of the significant events that could lead to the +underwriting being terminated. Introduced 01/07/96 Origin: Listing Rule 3G(4A) Amended 01/12/19 Note: The obligation to disclose details of the underwriting does not extend to sub-underwriting arrangements (see the definition of “underwrite” in Listing Rule 19.12). The reference to the “extent of the underwriting” means the amount or proportion of the option exercise that is underwritten. The reference to the “fee, commission or other consideration payable” includes any applicable discount the underwriter receives to the option exercise price payable by the holders of options. Cross reference: Listing rule 3.10.6, 7.2 Exception 10. Forfeited shares in NL companies 3.12 If shares in a no liability company are forfeited, the company must immediately tell ASX of the forfeiture. It must also tell ASX the following information at the times set out in the following rules. Introduced 01/07/96 Origin: Listing Rule 3P(4)(a) 3.12.1 The time and date of the auction of the forfeited shares. It must do this at least 10 +business days before the date of the auction. Introduced 01/07/96 Origin: Listing Rule 3P(3)(a), (b) Cross reference: Listing Rule 7.39. 3.12.2 Until the auction, the number of shares redeemed by former holders each week. It must do this by midday each Monday until the date on which it proposes to sell the remaining forfeited shares by auction. Introduced 01/07/96 Origin: Listing Rule 3P(4)(b) 3.12.3 After the auction, the number of shares offered for sale, the number sold, the number remaining forfeited, the average sale price (or range of prices) and the proceeds of sale. It must do this by midday on the day after the auction. Introduced 01/07/96 Origin: Listing Rule 3P(4)(c) 3.12.4 After the auction, any net amount payable to former holders of shares forfeited for non-payment of calls, and the amount payable per share. It must do this within 5 +business days after the auction. Introduced 01/07/96 Origin: Listing Rule 3P(4)(d) 3.12.5 The number of shares re-issued, the proceeds raised and the number of shares remaining forfeited. It must do this immediately after the close of any offer to shareholders. Introduced 01/07/96 Origin: Listing Rule 3P(4)(e) 3.12.6 The number of shares to be sold, and the way in which this will be done. It must do this on the day before the sale. Introduced 01/07/96 Origin: Listing Rule 3P(4)(f) Example: If the shares will be placed this must be stated. + See chapter 19 for defined terms 1 December 2019 Page 308 Chapter 3 Continuous disclosure 3.12.7 The number of shares sold, the number remaining forfeited, the average price (or range of prices) and the proceeds of sale. It must do this at least once each week. Introduced 01/07/96 Origin: Listing Rule 3P(4)(f) 3.12.8 The number of shares cancelled. It must do this by midday on the day after the general meeting held to consider cancellation. Introduced 01/07/96 Origin: Listing Rule 3P(4)(g) Cross reference: ASX Settlement Operating Rule 5.12. Meetings 3.13 An entity must tell ASX the following information. 3.13.1 If the entity is not an +externally managed trust and directors may be elected at a meeting of +security holders, the entity must tell ASX the date of the meeting and the closing date for the receipt of nominations from persons wishing to be considered for election as a director, at least 5 +business days before the closing date for the receipt of such nominations. However, the failure to give such notice does not invalidate the meeting or the election of any director at the meeting. Introduced 01/07/96 Origin: Listing Rule 3A(8)(a) Amended 01/12/19 Note: The entity may satisfy this obligation by giving to ASX a calendar of key dates which shows the date of the meeting and the closing date for the receipt of director nominations, as well as other key dates (such as the dates for its half yearly and annual results presentations and dividend payment dates). 3.13.2 The outcome in respect of each resolution put to a meeting of +security holders, showing separately: (a) both the number and a short description of the resolution; (b) whether the resolution was passed or not passed; (c) whether the resolution was decided on a show of hands or a poll; (d) if the resolution was decided on a poll: (i) the number of +securities that were voted for the resolution and the percentage they represented of the total number of +securities that were voted on the resolution; (ii) the number of +securities that were voted against the resolution and the percentage they represented of the total number of +securities that were voted on the resolution; and (iii) the number of +securities that formally abstained from voting on the resolution; (e) regardless of how the resolution was decided, the aggregate number of +securities for which valid proxies were received before the meeting, showing separately: (i) the aggregate number of +securities in respect of which the proxy was directed to vote for the resolution; (ii) the aggregate number of +securities in respect of which the proxy was directed to vote against the resolution; (iii) the aggregate number of +securities in respect of which the proxy was directed to abstain from voting on the resolution; and (iv) the aggregate number of +securities in respect of which the proxy could vote at their discretion; and (f) if the resolution related to the adoption of the entity’s remuneration report and the outcome constitutes a “first strike” or “second strike” under section 250U of the Corporations Act, that fact, + See chapter 19 for defined terms 1 December 2019 Page 309 Chapter 3 Continuous disclosure and, if a resolution was proposed in the notice of meeting but not put to the meeting, the number and a short description of the resolution, the fact that it was not put to the meeting and an explanation of why it was not put to the meeting. The entity must do so immediately after the meeting has been held. If the meeting is adjourned, the entity must immediately tell ASX of the adjournment and the outcome in respect of each resolution dealt with before the adjournment. The notification given to ASX must be headed “Results of Meeting” or something similar. Introduced 01/07/96 Origin: Listing Rule 3A(9) Amended 01/12/19 3.13.3 The contents of any prepared announcement (including any prepared address by the +chair or +CEO) that will be delivered at a meeting of +security holders. A copy must be given to ASX no later than the start of the meeting. Introduced 01/07/96 Origin: Listing Rule 3J(8) Amended 01/07/97, 01/12/19 Note: ASX does not recognise embargoes on the release of information (see Listing Rule 15.8). Statements must comply with Listing Rule 5.6. If other material information is released at the meeting, the entity must immediately tell ASX. See Listing Rule 3.1. Offices 3.14 An entity must immediately tell ASX of a change of the address, telephone number or facsimile number of its registered office or principal administrative office. Introduced 01/07/96 Origin: Listing Rule 3A(13) Amended 01/07/00 Registers 3.15 An entity must immediately tell ASX the following information. 3.15.1 A change of address of an office at which a register of its +securities is kept. Introduced 01/07/96 Origin: Listing Rule 3A(13) 3.15.2 If the entity is an +Australian entity, a proposal to cease operating in Australia an Australian register (or subregister) of its +securities. It must do so at least 20 +business days before the date the register (or subregister) will cease to operate. The entity must also tell ASX the address of the register (or subregister) on which +securities will be recorded. Introduced 01/07/96 Origin: Listing Rules 3A(13A)(ii), (iii) Amended 19/12/16 Cross reference: Listing Rule 8.2. ASX Settlement Operating Rule 5.4.3 requires an entity with CHESS approved financial products to tell ASX Settlement if it intends to cease operating certain issuer sponsored or certificated subregisters. 3.15.3 If the entity is a +foreign entity, a proposal to cease operating in Australia a +securities register (or subregister) or a register of depositary receipts. It must do so at least 20 +business days before the date the register (or subregister) will cease to operate. The entity must also tell ASX the address of the register (or subregister) on which +securities will be recorded, or give ASX information necessary to facilitate registration of its +securities overseas. Introduced 01/07/96 Origin: Listing Rules 3A(13A)(ii), (iii), (iv) Amended 19/12/16 Cross reference: Listing Rules 1.1 Condition 4, 8.2 and 8.15. ASX Settlement Operating Rule 5.4.3 requires an entity with CHESS approved financial products to tell ASX Settlement and each holder if it intends to cease operating certain issuer sponsored or certificated subregisters. Chair, directors, responsible entity, auditors etc 3.16 An entity must immediately tell ASX the following information: + See chapter 19 for defined terms 1 December 2019 Page 310 Chapter 3 Continuous disclosure 3.16.1 If the entity is not an +externally managed trust, a change of +chair, director, +CEO, +CFO or secretary. Introduced 01/07/96 Origin: Listing Rule 3A(14)(a) Amended 01/07/97, 24/10/05, 01/12/19 3.16.2 If the entity is an +externally managed trust: (a) a change of the +responsible entity, or a change of +chair, director, +CEO, +CFO or secretary of the +responsible entity, of the trust; and (b) the names of the members of the first compliance committee (if any) and any change in members of the compliance committee. Introduced 01/07/96 Amended 01/07/97, 01/07/98, 30/09/01, 01/12/19 3.16.3 A change of its auditor. Introduced 01/07/96 Origin: Listing Rule 3A(14)(a) Amended 01/07/97 Note: When an entity tells ASX of a change under Listing Rule 3.16, the position of the new person should be given with the name. 3.16.4 If the entity is not an +externally managed trust, the material terms of any employment, service or consultancy agreement it or a +child entity enters into with: • its +CEO; • any of its directors; or • any other person or entity who is a +related party of its +CEO or any of its directors, and of any material variation to such an agreement. Note: The entity may satisfy this obligation by giving a copy of the agreement or variation to ASX or an announcement summarising its material terms. An entity, however, is not required to disclose under this rule: • non-executive director fees paid out of a pool of remuneration approved by security holders; • superannuation contributions in relation to such fees; • an increase in director fees approved by security holders; • periodic remuneration reviews in accordance with the terms of an employment, service or consultancy agreement; • provisions entitling a +CEO or director to reimbursement of reasonable out of pocket expenses; • provisions requiring the entity to indemnify officers or exempt them from liability that conform with section 199A of the Corporations Act (or, if the entity is a +foreign entity, the laws applicable in the jurisdiction where it is established); • provisions requiring the entity to maintain directors and officers liability insurance that conform with section 199B of the Corporations Act (or, if the entity is a +foreign entity, the laws applicable in the jurisdiction where it is established); • provisions (commonly referred to as “access arrangements”) allowing a +CEO or director access to entity records for a period of time after they cease to be a +CEO or director; or • a bona fide employment, service or consultancy agreement, or any bona fide variation to such an agreement, that it or a +child entity has entered into with a relative of its +CEO, or a relative of any of its directors, that is on arms’ length and ordinary commercial terms. Introduced 01/05/13 Amended 01/07/14, 19/12/16, 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 311 Chapter 3 Continuous disclosure Documents sent to or received from security holders 3.17 An entity must immediately give ASX: 3.17.1 A copy of a document it sends to holders of +securities generally or in a +class. Introduced 01/07/96 Origin: Listing Rules 3E(8)(b), 3E(8)(c), 3J(1)(a) Amended 01/05/13 Example: A company must give ASX a copy of a letter sent to shareholders. A trust must give ASX a copy of a document sent to holders of interests in the trust under section 1017D of the Corporations Act so far as that document relates to the circumstances of holders of interests generally, and not to the individual circumstances of a holder. Note: In some cases, an entity must give ASX a draft document (eg, a notice of meeting) in advance of it being sent out to holders of securities. See chapter 15. Note: Where an entity sends a letter or other communication to holders of securities generally or in a class that encloses or attaches another document that has already be given to ASX (eg, a letter to security holders enclosing an annual report that the entity has already given to ASX under Listing Rule 4.7), it is sufficient compliance with this rule that it give to ASX a copy of the letter or other communication and that it state in a covering letter to ASX that the document attached to the letter or other communication has already been given to ASX and the state the date on which it was so given. Cross reference: Chapter 14 deals with the requirements for meetings. Chapter 4 deals with accounts and related disclosure. 3.17.2 If the entity is an +Australian entity, a copy of a document it receives about a substantial holding of +securities under Part 6C.2 of the Corporations Act that reveals materially different information to the most current information (if any) it has received about that substantial holding under Part 6C.1 of the Corporations Act. Introduced 01/05/13 Amended 19/12/16 Information that: • a substantial holding differs (upwards or downwards) from a previously disclosed substantial holding by less than 1%; or • the list of related entities that have a substantial holding has changed because of the creation, acquisition, dissolution or disposal of related entities, is not considered materially different for the purposes of this rule. 3.17.3 If the entity is a +foreign entity, a copy of a document it receives about a substantial holding of +securities under any overseas law or provisions in the entity’s constitution equivalent to Part 6C.1 of the Corporations Act. Introduced 01/05/13 Amended 14/04/14, 19/12/16 Note: Where an entity is established in Australia, a person who gives a substantial holding notice to the entity under Part 6C.1 of the Corporations Act is required to give a copy of that notice to ASX (section 671B(1)) and therefore it is not necessary for the entity to give a copy of that notice to ASX. 3.17.4 If the entity is a +foreign entity, a copy of a document it receives about a substantial holding of +securities under any overseas law or provisions in the entity’s constitution equivalent to Part 6C.2 of the Corporations Act that reveals materially different information to the most current information it has received (if any) about that substantial holding under the overseas law or provisions in the entity’s constitution referred to in rule 3.17.3. Introduced 01/05/13 Amended 19/12/16 Again, information that: • a substantial holding differs (upwards or downwards) from a previously disclosed substantial holding by less than 1%; or • the list of related entities that have a substantial holding has changed because of the creation, acquisition, dissolution or disposal of related entities, is not considered materially different for the purposes of this rule. Requisitions from security holders 3.17A An entity must give ASX within two business days of receipt: + See chapter 19 for defined terms 1 December 2019 Page 312 Chapter 3 Continuous disclosure 3.17A.1 Information about the material terms of any notice it receives under section 249D, 249F, 249N, 252B, 252D or 252L of the Corporations Act or under any equivalent overseas law or equivalent provisions in the entity’s constitution from a holder or holders of +securities calling, or requesting the calling of, or proposing to move a resolution at, a general meeting; and Introduced 01/05/13 Note: The entity may satisfy this obligation by giving a copy of the notice to ASX or an announcement summarising its material terms. If the entity gives a copy of the notice, it may redact any defamatory material that it would not otherwise be required to circulate to security holders under the Corporations Act or any equivalent overseas law or equivalent provisions in its constitution. If the entity gives an announcement summarising the material terms of the notice, it may exclude from the summary any such defamatory material. An entity is not required to give information to ASX about such a notice if the notice is withdrawn by the relevant holder or holders of securities within two business days of it having been received by the entity. It should be noted that if a reasonable person would expect information about such a notice to have a material effect on the price or value of the entity’s securities, the information must be given to ASX immediately under Listing Rule 3.1 and not within two business days of receipt. 3.17A.2 Information that a notice previously notified to ASX under rule 3.17A.1 has been withdrawn by the holder or holders who gave it. Introduced 01/05/13 Financial documents given to an overseas stock exchange 3.17B If an entity admitted to the +official list is also listed on an overseas stock exchange, it must immediately give ASX a copy of any document it gives to the overseas stock exchange that meets the following requirements: 3.17B.1 the document is given to the overseas stock exchange by the entity in its capacity as an entity listed on that exchange; and Introduced 01/05/13 3.17B.2 the document is, or will be, made public by the overseas stock exchange; and Introduced 01/05/13 3.17B.3 the document includes +accounts or other similar financial information; and Introduced 01/05/13 3.17B.4 the document is not materially the same as another document that the entity has already given to ASX. Introduced 01/05/13 Note: If the document is not in English, it must be accompanied by an English translation (see Listing Rule 15.2A). A document that does not include accounts or other similar financial information given by an entity listed on an overseas exchange to that exchange may also need to be given to ASX under Listing Rule 3.1 if a reasonable person would expect the information it contains to have a material effect on the price or value of the entity’s securities. For the avoidance of doubt, where two entities form part of a dual-listed entity structure (ie where one entity is listed and has its home exchange on ASX and the other is listed and has its home exchange on an overseas stock exchange), this rule only applies to the entity listed on ASX and then only if the entity listed on ASX is also listed on an overseas stock exchange. It does not require documents that the other entity may give to its overseas home stock exchange or to any other overseas stock exchange where it may be listed to be given to ASX. Laws affecting the rights or obligations of security holders in +foreign entities 3.17C If a +foreign entity becomes aware of a change to the laws applicable in the jurisdiction where it is established that materially affects the rights or obligations of security holders, it must immediately give ASX details of that change. Introduced 01/05/13 Amended 19/12/16 + See chapter 19 for defined terms 1 December 2019 Page 313 Chapter 3 Continuous disclosure ASX Guidance Note 4 Foreign Entities Listing on ASX has guidance on the types of changes to law that may need to be disclosed under this rule. Additional disclosure if loans are an asset 3.18 If ASX asks, an entity with loans included in its assets must tell ASX the following information. • The amount of each loan. • The identity of the borrower, and any direct or indirect interest which a director of the entity (or, in the case of a trust, any direct or indirect interest which the +responsible entity, or a director of the +responsible entity, of the trust) has in the borrower. • The security held. • The interest rate. • The maturity date. • Any other information in relation to the loan that ASX asks for. Introduced 01/07/96 Origin: Listing Rule 3J(22) Amended 01/07/98, 24/10/05, 01/12/19 Ownership limits 3.19 If an entity’s constitution with ASX’s agreement, or a law (except the Corporations Act or the Foreign Acquisitions and Takeovers Act), restricts the ownership or control of +securities or control of votes to a specified percentage, and the entity becomes +aware that the percentage held by a class of +persons restricted to owning or controlling that percentage has come within 5 percentage points of the restriction, or equals or exceeds it, the following rules apply. 3.19.1 If the entity becomes +aware of any changes of more than 1 percentage point in the capital (in the case of a trust, interests) or votes held by +persons in the class the entity must immediately tell ASX of the change. It must do so for each change it becomes +aware of until rule 3.19.3 applies. 3.19.2 Each time the entity tells ASX of any change, it must state what action it will take to divest the +securities, or to remove or change the voting or other rights attaching to them, if it receives a transfer document for +securities whose transfer would result in the restriction being exceeded. 3.19.3 If the entity becomes +aware that the percentage of capital (interests) or votes held by the class of +persons referred to in rule 3.19.1 has ceased to be within 5 percentage points of the restriction, or to equal or exceed it, the entity must immediately tell ASX. Introduced 01/07/96 Origin: Listing Rule 3A(18C) Amended 30/09/01, 11/03/02 Example: A law requires a company to restrict ownership to a class of persons to no more than 40% of its total ordinary capital. If the entity becomes aware that ownership of its ordinary capital has reached 35% of its total ordinary capital it must tell ASX under this rule. It must tell ASX under Listing Rule 3.19.1 if it becomes aware of changes that reach 36%, 37% of its total ordinary capital etc. It must tell ASX under Listing Rule 3.19.3 if it becomes aware of changes that take the level of restricted ownership below 35%. Cross reference: Listing Rule 8.11. Disclosure of directors’ interests 3.19A An entity must tell ASX the following. 3.19A.1 The +notifiable interests of a director of the entity (or in the case of a trust, a director of the +responsible entity of the trust) at the following times. • On the date that the entity is admitted to the +official list. • On the date that a director is appointed. + See chapter 19 for defined terms 1 December 2019 Page 314 Chapter 3 Continuous disclosure The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment. Introduced 30/09/01 Amended 24/10/05 Note: An entity is not required to give information to ASX under this rule that, notwithstanding that it has complied with Listing Rule 3.19B, it does not have. If a director has no interests at the time when the entity is required to complete an Appendix 3X, the entity must lodge an Appendix 3X that discloses that the director has no interests. Cross reference: Guidance Note 22 Disclosure of Directors’ Interests. 3.19A.2 A change to a +notifiable interest of a director of the entity (or in the case of a trust, a director of the +responsible entity of the trust) including whether the change occurred during a +closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs. Introduced 30/09/01 Amended 01/01/11, 01/12/19 Note: An entity is not required to give information to ASX under this rule that a director has not given to it under the arrangements mentioned in Listing Rule 3.19B and of which it is otherwise not aware. In such a case, the director is personally obliged to give that information to ASX and may breach section 205G of the Corporations Act if they fail to do so. If a director has no interests at the time when the entity is required to complete an Appendix 3X under Listing Rule 3.19A.1, the entity must lodge an Appendix 3Y when the director first acquires an interest. Cross reference: Guidance Note 22 Disclosure of Directors’ Interests. Examples: The event giving rise to the requirement to give ASX an Appendix 3Y is an on market purchase or sale of shares on the ASX market or Chi-X market. The entity has five business days after the date the relevant trade was executed on-market (T) and not when that trade settles (T+2) to give ASX the Appendix. The event giving rise to the requirement to give ASX an Appendix 3Y is the exercise of options. The entity has five business days after the date the options were exercised to give ASX the Appendix. 3.19A.3 The +notifiable interests of a director of the entity (or in the case of a trust, a director of the +responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director. Introduced 30/09/01 Amended 11/03/02 Note: An entity is not required to give information to ASX under this rule that, notwithstanding that it has complied with Listing Rule 3.19B, it does not have. Cross reference: Guidance Note 22 Disclosure of Directors’ Interests. 3.19B An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the +responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by Listing Rule 3.19.A. The entity must enforce the arrangements with the director. Introduced 30/09/01 Cross reference: Guidance Note 22 Disclosure of Directors’ Interests. Record Date, compliance with timetable and information requirements 3.20.1 An entity must tell ASX immediately it decides a proposed +record date, or any change to a proposed +record date, for a +corporate action. Amended 01/12/19 Note: An entity is required to tell ASX of a proposed record date under this rule when the record date is reasonably certain. ASX would not require notification where an entity has determined a time period in which a record date may occur for internal management purposes. 3.20.2 In addition to its obligation under rule 3.20.1, an entity must give ASX not less than four +business days’ notice of a proposed record date or any change to a proposed +record date for a +corporate action. + See chapter 19 for defined terms 1 December 2019 Page 315 Chapter 3 Continuous disclosure Introduced 01/07/96 Origin: Listing Rule 3A(5)(a) Amended 30/09/01, 24/10/05, 14/04/14, 07/03/16, 01/12/19 Note: If an entity fails to give notice to ASX of a change to a proposed record date under this rule, ASX may require the entity to adhere to the record date originally advised to ASX. 3.20.3 An entity must notify ASX by 10.00am one +business day prior to the proposed commencement of any +trading halt that it intends to request in connection with an +accelerated pro rata issue of +equity securities to which listing rule 7.2 applies, if the first day of the proposed +trading halt will be the expiry date for any exchange traded options quoted over that entity’s +securities. Introduced 14/04/14 Amended 01/12/19 Note: A notification under this rule must include details of the issue of equity securities. ASX will not release this information publicly. ASX may require an entity to request a trading halt earlier than the date notified under this rule if ASX considers that it is necessary for the entity to manage its continuous disclosure obligations. Expiry dates for exchange traded options are published on www.asx.com.au and are subject to change. A fee will apply where an entity fails to provide the required period of notice in accordance with Listing Rule 3.20.3. Cross reference: The timetables for accelerated pro rata issues are in Appendix 7A. For the fee where an entity fails to provide the required period of notice in accordance with Listing Rule 3.20.3, see Listing Rule 16.7 and Guidance Note 15A. 3.20.4 Unless ASX agrees otherwise, an entity must provide the information in Appendices 3A.1 to 3A.6 within the timeframes specified therein. Introduced 22/09/14 Amended 01/12/19 Cross reference: Listing Rule 15.3(b) 3.20.5 Unless ASX agrees otherwise, an entity must comply with Appendix 3A for any +corporate action for which there is not a specific timetable in Appendix 6A or 7A. Introduced 01/12/19 Cross reference: Specific timetables for most corporate actions can be found in Appendix 6A and Appendix 7A. Dividends or distributions 3.21 An entity must: (a) notify ASX immediately if it makes a decision to pay a dividend or distribution on a quoted +security; (b) notify ASX immediately if it makes a decision not to pay a dividend or distribution on a quoted +security in respect of a period if it has previously announced an intention to pay a dividend or distribution for that period or paid a dividend or distribution in respect of the prior corresponding period; and (c) provide a completed Appendix 3A.1 to ASX not less than 4 +business days before the intended +record date to identify security holders entitled to a dividend or distribution on a quoted +security. Introduced 01/05/13 Amended 01/12/19 Note: If the entity is issuing securities under a dividend or distribution plan that are intended to be quoted on ASX, the entity will also need to lodge an Appendix 2A application for quotation (see Listing Rules 2.7 and 2.8 and the timetable in section 1 of Appendix 6A). A decision to pay, or not to pay, a dividend or distribution on unquoted securities may need disclosure under Listing Rule 3.1 if it is information that a reasonable person would expect to have a material effect on the price or value of its securities. Interest payments 3.22 An entity must: + See chapter 19 for defined terms 1 December 2019 Page 316 Chapter 3 Continuous disclosure (a) notify ASX immediately if it makes a decision to pay interest on a quoted +debt security or quoted +convertible debt security in respect of a period when, but for that decision, interest would not have been paid for that period; (b) notify ASX immediately if it makes a decision not to pay interest on a quoted +debt security or quoted +convertible debt security in respect of a period when, but for that decision, interest would have been paid for that period; and (c) provide a completed Appendix 3A.2 to ASX not less than 4 +business days before the intended +record date to identify security holders entitled to an interest payment on a quoted +debt security or quoted +convertible debt security. Introduced 01/12/19 A decision by an entity to pay, or not to pay, interest on unquoted debt securities or convertible debt securities may need disclosure under Listing Rule 3.1 if it is information that a reasonable person would expect to have a material effect on the price or value of its securities. End of Section. Next page is no. 401. + See chapter 19 for defined terms 1 December 2019 Page 317 Chapter 4 Periodic Disclosure Chapter 4 Periodic Disclosure Table of Contents The main headings in this chapter Rules Half-year disclosure 4.1 - 4.2C Annual disclosure 4.3 - 4.7A Quarterly disclosure 4.7B Securities in an unlisted entity 4.8 - 4.9 Additional information to be included in the annual report by all 4.10 entities Investment entity’s +net tangible asset backing 4.12 – 4.13 Explanatory note This chapter sets out the relevant periodic disclosure requirements that an entity will be required to satisfy in relation to each quarter, half year and end of year. Periodic disclosure requirements support and supplement the continuous disclosure obligations of a listed entity under chapter 3. Periodic disclosure is made to ASX’s +market announcements office. If the Corporations Act applies, and an entity (in the case of a trust, the responsible entity) lodges +accounts with +ASIC, all of the documents lodged with +ASIC under the relevant provisions of the Corporations Act must also be given to ASX no later than the time they are lodged with +ASIC and in any event no later than 2 months (75 days for a +mining exploration entity or +oil and gas exploration entity) after the end of the half year or three months after the end of the full year, which are the time limits which apply under ASX Listing Rules. ASX requires an +annual report to be sent to holders of +ordinary securities and preference +securities. The +annual report must contain the additional information specified in listing rule 4.10. Entities should note +ASIC Regulatory Guide 28 dealing with relief from dual lodgement of financial reports. Note also chapter 3 (dealing with continuous disclosure) and chapter 5 (dealing with additional reporting on mining and exploration activities). In particular note that statements in the +annual report must comply with rule 5.6. Amended 17/12/10, 01/05/13, 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 401 Chapter 4 Periodic Disclosure Half-year disclosure Entity to complete Appendix 4B (Half-year report) – periods ending before 30 June 2003 4.1 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3B(1)(a) Amended 01/07/97, 01/07/98, 01/01/99, 01/07/00, 01/01/03 Deleted 11/01/10 Entity to give ASX half-year report lodged with ASIC – periods ending before 30 June 2003 4.2 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3B(1)(a) Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 01/01/03 Deleted 11/01/10 Entity to give ASX the information in Appendix 4D (Half-year report) and half-year report lodged with ASIC or foreign regulatory authority 4.2A Following the end of the half year of an entity, the entity (in the case of a trust, the responsible entity) must give ASX the following information or documents. 4.2A.1 If the entity is established in Australia, a copy of the documents which a disclosing entity must lodge with +ASIC under section 320 of the Corporations Act. 4.2A.2 If the entity is not established in Australia but it is subject in its home jurisdiction to an equivalent law to section 320 of the Corporations Act requiring it to prepare half yearly +accounts, the +accounts and other documents prepared under that law. The +accounts must be audited or subject to review and the audit or review report must be given to ASX with the +accounts. 4.2A.2A If the entity is not established in Australia and it is not subject in its home jurisdiction to an equivalent law to section 320 of the Corporations Act requiring it to prepare half yearly +accounts, +accounts for the half year equivalent to those it would be required to prepare in its home jurisdiction if its governing legislation included a provision equivalent to section 320 of the Corporations Act. 4.2A.3 Unless the entity is a +mining exploration entity or an +oil and gas exploration entity, the information set out in Appendix 4D. A responsible entity must give the information to ASX with any necessary adaptation. The information must comply with all relevant accounting standards. Introduced 01/01/03 Origin: Listing rules 4.1, 4.2 Amended 11/01/10, 01/05/13, 01/12/13 Note: Section 320 deals with the lodgement of half-yearly financial information by disclosing entities incorporated or established in Australia. If the entity has been granted relief from the obligation to lodge half-yearly financial information by ASIC (for example, because an administrator has been appointed), it must still give ASX the documents that section 320 of the Corporations Act requires to be prepared unless ASX also grants it a waiver from this rule. Foreign entities may prepare information in accordance with Australian accounting standards, or other accounting standards acceptable to ASX. ASX will accept, for example, the use of International Financial Reporting Standards. If the home jurisdiction of the foreign entity has no requirement for half-yearly reporting the entity must give ASX all of the documents and other information that would be required if its governing legislation included a provision equivalent to section 320. If the home jurisdiction of the foreign entity requires quarterly reports the entity may give ASX the quarterly report for the second quarter provided that it includes year-to-date information, i.e. information for the first half year. Cross reference: Listing rules 5.6, 19.11A, Guidance Note 4 Foreign Entities Listing on ASX. 4.2B The entity must give the information and documents required by listing rule 4.2A to ASX immediately they are ready to be given to ASX, and no later than the time that it lodges any + See chapter 19 for defined terms 1 December 2013 Page 402 Chapter 4 Periodic Disclosure +accounts with +ASIC or the regulatory authorities in the jurisdiction in which it is established. It must do so in any event no later than the following. • For an entity which is not a +mining exploration entity or an +oil and gas exploration entity, two months after the end of the accounting period. • For an entity which is a +mining exploration entity or an +oil and gas exploration entity, 75 days after the end of the accounting period. Introduced 01/01/03 Origin: Listing rules 4.1.1, 4.2.1 Amended 01/05/13, 01/12/13 Note: There may be information available that is material under rule 3.1. If so, it must be given to ASX immediately in accordance with that rule, even though the information may later also be included in the information given to ASX under listing rule 4.2A. Cross-reference: Listing rule 17.5. Half year periods ending on or after 30 June 2005 and before 1 June 2006 for first-time adoption of Australian Equivalents to International Financial Reporting Standards (AIFRS) 4.2BA [Deleted] Introduced 10/06/05 Origin: Listing rules 4.1.1, 4.2.1 Deleted 11/01/10 4.2C The following rules apply to information or documents given to ASX under listing rule 4.2A. 4.2C.1 All the information or documents required by listing rule 4.2A must be given to ASX at the same time and clearly identified on the first page or any covering page as half year information given to ASX under listing rule 4.2A. 4.2C.2 The first page or any covering page must state prominently that the information should be read in conjunction with the most recent annual financial report. 4.2C.3 The information identified as “Results for announcement to the market” must be set out at the beginning of the document. 4.2C.4 The statement of financial position may be condensed but must report as line items each significant class of asset, liability, and equity element with appropriate sub-totals. The statement of cash flows may be condensed but must report as line items each significant form of cash flow and comply with the disclosure requirements of AASB 107 Statement of Cash Flows or, for +foreign entities, the equivalent foreign accounting standard. Introduced 01/01/03 Amended 17/12/10, 19/12/16 Note: The information required by rule 4.2A may comprise a number of documents. In that case the documents must be merged into one pdf file to be eLodged. The first page of the file must contain a statement that all the documents comprise the information required by rule 4.2A and the statement required by rule 4.2C.2. If the entity is a mining exploration entity or an oil and gas exploration entity which is not required to complete Appendix 4D, it is effectively required to comply only with listing rules 4.2C.1 and 4.2C.2. Cross reference: Guidance Note 14 ASX Market Announcements Platform, Guidance Note 20 ASX Online. Annual disclosure Entity to complete Appendix 4B (Preliminary final report) – periods ending before 30 June 2003 4.3 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3B(2)(a) Amended 01/07/97, 01/07/98, 01/09/99, 01/07/00, 01/01/03 Deleted 11/01/10 Entity to give ASX the information in Appendix 4E (preliminary final report) 4.3A Following the end of the financial year of an entity (except a +mining exploration entity or an +oil and gas exploration entity), the entity (in the case of a trust, the responsible entity) must + See chapter 19 for defined terms 19 December 2016 Page 403 Chapter 4 Periodic Disclosure give ASX the information set out in Appendix 4E. A responsible entity must give ASX the information with any necessary adaptation. The information and the +accounts upon which it is based must use the same accounting policies. The information must comply with all relevant accounting standards. Introduced 01/01/03 Origin: Listing rule 4.3 Amended 11/01/10, 01/12/13 Foreign entities may provide the information in accordance with accounting standards acceptable to ASX. ASX will accept, for example, the use of International Financial Reporting Standards. Cross reference: Listing rules 5.6 and 19.11A, Guidance Note 4 Foreign Entities Listing on ASX. 4.3B The entity must give the information and documents required by listing rule 4.3A to ASX immediately they are ready to be given to ASX, and no later than the time that it lodges any +accounts with +ASIC or the regulatory authorities in the jurisdiction in which it is established. It must do so in any event no later than two months after the end of the accounting period. Introduced 01/01/03 Origin: Listing rule 4.3.1 Amended 11/01/10, 01/05/13 Note: There may be information available that is material under rule 3.1. If so, it must be given to ASX immediately in accordance with that rule, even though the information may later also be included in the information given to ASX under listing rule 4.5A. Cross reference: Listing rules 4.3D, 4.5.1, 17.5. Financial year periods ending on or after 30 June 2005 and before 1 December 2006 for first- time adoption of Australian Equivalents to International Financial Reporting Standards (AIFRS) and disclosures under AASB 1047 paragraph 4.2 4.3BA [Deleted] Introduced 10/06/05 Origin: Listing rule 4.3.1 Deleted 11/01/10 4.3C The following rules apply to information or documents that are given to ASX under listing rule 4.3A. 4.3C.1 The information required by this rule must be clearly identified on the first page or any covering page as the preliminary final report given to ASX under listing rule 4.3A. 4.3C.2 The information identified as “Results for announcement to the market” must be set out at the beginning of the document. Introduced 01/01/03 Note: The information required by rule 4.3A may comprise a number of documents. In that case the documents must be merged into one pdf file to be eLodged. The first page of the file must contain a statement that all the documents comprise the information required by rule 4.3A and identify the information as the preliminary final report. Cross reference: Guidance Note 14 ASX Market Announcements Platform, Guidance Note 20 ASX Online. Immediate disclosure of circumstances affecting preliminary final report 4.3D Once an entity is or becomes +aware of any circumstances which are likely to materially affect the results or other information contained in the preliminary final report given to ASX under listing rules 4.3 or 4.3A the entity must immediately give ASX an explanation of the circumstances and the effects the circumstances are expected to have on the entity's current or future financial performance or financial position. Introduced 01/01/03 Origin: Listing rule 4.10.1 Note: Listing rule 4.3D requires the disclosure of this information immediately the entity becomes aware of it, consistent with the continuous disclosure requirements in Listing Rule 3.1. An entity should be aware of this information by no later than the time it lodges its statutory full year information with ASIC. It may be aware of this information earlier than that time. Entity to complete Appendix 4B on change of balance date – 12 month period ending before 30 June 2003 4.4 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3B(3) Amended 01/07/98, 01/07/00, 30/09/01, 01/01/03 Deleted 11/01/10 + See chapter 19 for defined terms 1 December 2013 Page 404 Chapter 4 Periodic Disclosure Entity to give ASX the information in Appendix 4F on change of balance date 4.4A If an entity, except a +mining exploration entity or an +oil and gas exploration entity, changes its annual balance date so that its next annual +accounts cover a period that is more than 12 months, the entity must give ASX the information set out in Appendix 4F for that 12 month period. The +accounts on which the information is based must be audited or subject to review if ASX or the relevant law requires. The audit or review, if required, may be completed after the information has been given to ASX. The audit or review report must be given to ASX. Introduced: 01/01/03 Origin: Listing rule 4.4 Amended 11/01/10, 01/12/13 Note: This rule does not require an entity whose balance date varies by up to one week each year to provide the information for the changed period. Example: An entity has a balance date of 31 March. In November 2003 it decides to change its balance date to 31 October, to coincide with the balance date of its parent company. It must give the information required by listing rule 4.2A (including the information set out in Appendix 4D) for the 6 months to 30 September 2003 to ASX no later than 30 November 2003. The entity must also provide the information set out in Appendix 4F for the 12 month period to 31 March 2004 and give it to ASX no later than 31 May 2004. Cross reference: Listing rule 19.11A. 4.4B The entity must give the information or documents required by listing rule 4.4A to ASX immediately all of the information or documents becomes available. It must do so in any event within two months after the end of the 12 month period since its previous balance date. Introduced: 01/01/03 Origin: Listing rule 4.4.1 Cross-reference: Listing rule 17.5. 12 month period since an entity’s last balance date ends on or after 30 June 2005 and before 1 December 2006 for first-time adoption of Australian Equivalents to International Financial Reporting Standards (AIFRS) 4.4BA [Deleted] Introduced: 10/06/05 Origin: Listing rule 4.4.1 Deleted 11/01/10 4.4C The following rules apply to information or documents relating to a change of balance date which are given to ASX under listing rule 4.4A. 4.4C.1 The information or documents must be clearly identified on the first page or any covering page as a report on change of balance date given to ASX under listing rule 4.4A. 4.4C.2 The first page or any covering page must state prominently that it should be read in conjunction with the most recent annual financial report. 4.4C.3 The information identified as “Results for announcement to the market” must be set out at the beginning of the document. Introduced 01/01/03 Note. The information required by rule 4.4A may comprise a number of documents. In that case the documents must be merged into one pdf file to be eLodged. The first page of the file must contain a statement that all the documents comprise the information required by rule 4.4A and identify the information as the report on change of balance date. Cross reference: Guidance Note 14 ASX Market Announcements Platform, Guidance Note 20 ASX Online. Entity to give ASX annual documents 4.5 An entity must give ASX a copy of the following documents. 4.5.1 If the entity is established in Australia, a copy of the documents which a disclosing entity must lodge with +ASIC under section 319 of the Corporations Act. It must give the documents to ASX when it lodges them with +ASIC and in any event no later than three months after the end of the accounting period. It must also give ASX a copy of any concise report at the same time. + See chapter 19 for defined terms 1 December 2013 Page 405 Chapter 4 Periodic Disclosure 4.5.2 If the entity is not established in Australia and is required to comply with section 601CK of the Corporations Act, a copy of the +accounts and other documents it must lodge with +ASIC under that section. The +accounts must be audited and the audit report must be given to ASX with the +accounts. It must give the +accounts and other documents to ASX when it lodges them with +ASIC and in any event no later than three months after the end of the accounting period. 4.5.3 If the entity is not established in Australia and is not required to comply with section 601CK of the Corporations Act, a copy of the documents that it would be required to give ASX under rule 4.5.2 if it had to comply with the requirements of that section. It must give the documents to ASX no later than three months after the end of the accounting period. Introduced 01/07/96 Origin: Listing Rule 3C(1)(a) Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 01/01/03, 01/05/13 Note: All the documents that are to be lodged with ASIC must be given to ASX as a package. Section 319 deals with the lodgement of annual financial information by disclosing entities incorporated or established in Australia. Section 601CK deals with the lodgement of financial information by registered foreign companies. It requires a balance sheet, cash flow statement and profit and loss statement to be provided to ASIC. A foreign entity is required to give ASX any other documents specifically required by ASIC to be lodged under section 601CK but is not required to give ASX the ASIC Form 405 referred to in section 601CK or any other document such as a director's report or directors' declaration. However, an audit report is required to be given to ASX regardless of whether ASIC requires one under section 601CK. An entity may give ASX the Form 405 or any other form if it wishes if that is convenient for the entity. If the entity has been granted an extension of time to lodge yearly financial information by ASIC, it must still give ASX the documents within three months of the end of the accounting period unless ASX also grants it a waiver from this rule. Cross reference: Listing rules 5.6 and 17.5. See also ASIC Regulatory Guide 28 which sets out when an entity may give financial documents to ASX and be treated as having lodged them with ASIC. 4.5A [Deleted] Introduced 01/01/03 Deleted 01/05/13 Sending annual report to security holders 4.6 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3C(1A)(a) Amended 01/07/98 Deleted 24/10/05 4.6.1 [Deleted] Introduced 01/07/96 Amended 01/07/98, 01/07/00 Deleted 24/10/05 Entity to give ASX annual report 4.7 An entity must give ASX a copy of the following documents. 4.7.1 If the entity is established in Australia, a copy of the +annual report and any concise report provided to +security holders under section 314 of the Corporations Act. This must be given to ASX by the earlier of: • The first day the entity sends the documents to +security holders under section 315 of the Corporations Act. • The last day for the documents to be given to +security holders under section 315 of the Corporations Act. 4.7.2 If the entity is not established in Australia but is required by the law of the place of its establishment to prepare an +annual report to its +security holders, a copy of the +annual report provided to +security holders under that law. This must be given to ASX by the earlier of: • The first day the entity sends the documents to +security holders under that law. • The last day for the documents to be given to +security holders under that law. + See chapter 19 for defined terms 1 December 2013 Page 406 Chapter 4 Periodic Disclosure 4.7.3 A completed Appendix 4G. 4.7.4 If the entity’s +corporate governance statement is not included in its +annual report, a copy of its +corporate governance statement current as at the effective date specified in that statement for the purposes of rule 4.10.3. The documents referred to in rule 4.7.3 and 4.7.4 (if applicable) must be given to ASX at the same time as the entity gives its +annual report to ASX under rule 4.7.1 or 4.7.2 (as the case may be). However, an entity need not give ASX any of the above documents if they have already been given to ASX under listing rule 4.5. The entity must tell ASX if this is the case. Introduced 01/07/96 Origin: Listing Rule 3C(1A)(b) Amended 01/07/97, 01/07/98, 01/09/99, 01/07/00, 24/10/05, 01/01/12, 01/07/14 The amendments made on 01/07/14 apply in respect of financial years ending on or after 30 June 2015 (although an entity may adopt the amendments in respect of an earlier financial year, if it wishes to do so, provided it also adopts the amendments made on 01/07/14 to rule 4.10.3 and it reports in relation to the third edition of the ASX Corporate Governance Council’s recommendations). Note: Section 314 entitles an entity to send a concise report to security holders, except those who request the full financial report under section 316. Note: Listing Rule 15.4 requires 2 hard copies of an annual report and any concise report to be given to ASX. Cross reference: Listing Rules 15.3 and 15.4. ASX Debt Listing to give ASX annual accounts 4.7A If an ASX Debt Listing is required to comply with section 319 of the Corporations Act or section 601CK of the Corporations Act, it must give ASX a copy of the documents that it lodges with the +ASIC under the Corporations Act no later than the time that it lodges them. If it is not required to comply with section 319 of the Corporations Act or section 601CK of the Corporations Act, it must give to ASX, in English, a copy of any annual +accounts that it lodges with the regulatory authorities in the jurisdiction in which it is established within 10 +business days of lodging them. Introduced 01/07/00 Origin: Listing Rule 4.5 Amended 30/09/01 Note: Section 319 deals with the lodgment of annual financial information by disclosing entities incorporated or established in Australia. Section 601CK deals with the lodgement of financial information by registered foreign companies. It requires a registered foreign company to lodge an annual balance sheet, cash flow statement and profit and loss statement with ASIC. 4.7A.1 If an ASX Debt Issuer was admitted on the basis of a guarantee provided by a parent entity, and the parent entity is required to comply with section 601CK of the Corporations Act, the ASX Debt Issuer must give ASX a copy of the documents that the parent entity lodges with the +ASIC under the Corporations Act no later than the time that the parent entity lodges them. If the parent entity is not required to comply with section 601CK of the Corporations Act, the ASX Debt Issuer must give to ASX, in English, a copy of any annual +accounts that the parent entity lodges with the regulatory authorities in the jurisdiction in which it is established, immediately after the parent entity lodges them. Introduced: 30/09/01 Cross reference: Listing Rule 1.8 condition 3. Quarterly disclosure Quarterly cash flow reports 4.7B An entity must complete an Appendix 4C and give it to ASX if: (a) the entity is not an +investment entity, +mining producing entity, +mining exploration entity, +oil and gas producing entity or an +oil and gas exploration entity) and it was admitted under listing rule 1.3.2(b); + See chapter 19 for defined terms 1 December 2019 Page 407 Chapter 4 Periodic Disclosure (b) the entity is not an +investment entity, +mining producing entity, +mining exploration entity, +oil and gas producing entity or an +oil and gas exploration entity) and it was required to comply with listing rule 1.3.2(b) because of the application of listing rule 11.1.3; or (c) ASX has asked it to do so. The entity must give ASX the completed Appendix 4C immediately the information is available for release to the market, and in any event within 1 month after the end of each quarter of its financial year. If rule 4.7B(a) or rule 4.7B(b) apply, the entity must do so for the first eight quarters after admission or compliance with listing rule 11.1.3 (as applicable), or for such longer period as ASX may require. If rule 4.7B(c) applies, the entity must do so for the period required by ASX. Introduced 31/03/00 Amended 30/09/01, 01/12/13, 01/12/19 Note: The changes to rule 4.7B made on 01/12/19 come into effect for the quarter ended 31/03/20. Information about an entity’s quarterly cash flows is “available for release to the market” when it has been properly compiled, verified and approved. Cross reference: Listing Rule 4.10.19, Guidance Note 23 Quarterly Reports. Quarterly activity reports 4.7C An entity that is required under rule 4.7B to give to ASX an Appendix 4C for a particular quarter must also complete an activity report for that quarter and give it to ASX for release to the market at the same time as it gives its Appendix 4C for that quarter. The report must include all of the following information for the group comprising the entity and its +child entities on a consolidated basis. 4.7C.1 Details of its business activities for the quarter, including any material developments or material changes in those activities, and a summary of the expenditure incurred on those activities. If there were no substantive business activities during the quarter, that fact must be stated. 4.7C.2 If the quarter is included in a period covered by a “use of funds” statement or expenditure program in the +prospectus, +PDS or +information memorandum lodged by the entity with ASX under rule 1.1 condition 3, a comparison of the entity’s actual expenditure on the individual items in the “use of funds” statement or expenditure program since the date of its admission or re-admission to the official list against the estimated expenditure on those items in the “use of funds” statement or expenditure program in the +prospectus, +PDS or +information memorandum and an explanation of any material variances. 4.7C.3 A description of, and an explanation for, any payments to, or to an +associate of, a related party of the entity included in its Appendix 4C for the quarter. Introduced 01/12/2019 Note: Rule 4.7C comes into effect for the quarter ended 31/03/20. Cross reference: Guidance Note 23 Quarterly Reports. Securities in an unlisted entity Disclosure if the securities are main asset 4.8 If +securities in an unlisted entity, or loans or advances to it, are a listed entity’s main asset, the listed entity must give ASX the latest +accounts of the unlisted entity, together with any auditor’s report or statement when the listed entity gives ASX the documents required under rule 4.7. The listed entity does not have to do so if the unlisted entity’s +accounts are consolidated with the +accounts of the listed entity. Introduced 01/07/96 Origin: Listing Rule 3J(4) Amended 01/07/98, 01/07/00, 11/01/10 Cross reference: Listing Rule 19.11A. + See chapter 19 for defined terms 1 December 2019 Page 408 Chapter 4 Periodic Disclosure 4.8.1 If a listed entity must give ASX the +accounts of an unlisted entity under this rule, it must give a +security holder, on request, the +accounts of the unlisted entity, together with any auditor’s report or statement. Introduced 01/07/96 Origin: Listing Rule 3J(4) Amended 01/07/98, 01/07/00 Disclosure if ASX asks 4.9 If +securities in an unlisted entity, or loans or advances to it, are included in a listed entity’s assets, the listed entity must give ASX the latest +accounts of the unlisted entity if ASX asks. Introduced 01/07/96 Origin: Listing Rule 3J(4) Amended 01/07/98, 01/07/00 Cross reference: Listing Rule 19.11A. Additional information to be included in the annual report by all entities Additional information to be included by all entities 4.10 An entity must include the following information in its +annual report. Unless otherwise specified in this rule, the information must be current at a date specified by the entity, which must be on or after the entity’s balance date and not be more than 6 weeks before the report is given to ASX. Introduced 01/07/96 Origin: Listing Rule 3C(3)(e), 3B(2C) Amended 01/07/97, 01/07/98, 01/09/99, 30/09/01, 01/06/10, 04/03/13, 01/07/14 Note: Listing Rules 4.10.3 and 4.10.20 specify different dates to the one above at which the information referred to in those rules must be current. Additional disclosure requirements for the annual report apply to mining exploration entities under Listing Rule 5.20, mining entities (both mining exploration entities and mining producing entities) under Listing Rule 5.21, oil and gas exploration entities under Listing Rule 5.36, and oil and gas entities (both oil and gas exploration entities and oil and gas producing entities) under Listing Rules 5.37 to 5.39. Cross reference: Listing Rules 4.7, 5.6, 5.19, 5.20, 5.36 to 5.39 and 19.11A. 4.10.1 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3C(2)(e) Amended 01/07/98, 01/07/00 Deleted 01/01/03 4.10.2 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3C(3)(i) Amended 30/09/01 Deleted 01/01/03 4.10.3 Either of the following: • a +corporate governance statement that meets the requirements of this rule; or • the URL of the page on its website where a +corporate governance statement that meets the requirements of this rule is located. The +corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the +ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its +corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. The +corporate governance statement must also: • specify the date at which it is current, which must be the entity’s balance date or a later date specified by the entity; and • state that it has been approved by the board of the entity (in the case of a trust, the board of the responsible entity of the trust). Introduced 01/07/96 Origin: Listing Rule 3C(3)(j) Amended 01/01/03, 01/06/10, 01/05/13, 01/07/14 The amendments made on 01/07/14 apply in respect of financial years ending on or after 30 June 2015 (although an entity may adopt the amendments in respect of an earlier financial year, if it wishes to do so, + See chapter 19 for defined terms 1 December 2019 Page 409 Chapter 4 Periodic Disclosure provided it also adopts the amendments made on 01/07/14 to rule 4.7 and it reports in relation to the third edition of the ASX Corporate Governance Council’s recommendations). Note: Under Listing Rule 4.7, if an entity’s corporate governance statement is not included in its annual report, it must be given to ASX as a separate document at the same time as the annual report. In such a case, the document should be clearly identified as the entity’s corporate governance statement under this rule. A corporate governance statement may incorporate material by reference (for example, on an entity’s website or in another part of its annual report) provided that material is freely available and the statement clearly indicates where interested parties can read or obtain a copy of that material. 4.10.4 The names of +substantial holders in the entity, and the number of +equity securities to which each +substantial holder and the +substantial holder’s associates have a relevant interest, as disclosed in substantial holding notices given to the entity under the Corporations Act or any equivalent overseas law. If a substantial holding notice discloses that related bodies corporate have the same relevant interest in the same number of +equity securities, the +annual report need only include the name of the holding company. Introduced 01/07/96 Origin: Listing Rule 3C(3)(e)(i) Amended 01/07/97, 13/03/00, 01/12/19 Note: CDIs are equity securities. The relevant interpretation of “associate” for the purposes of this rule is the interpretation in section 12 of the Corporations Act. 4.10.5 The number of holders of each +class of +equity securities. Introduced 01/07/96 Origin: Listing Rules 3B(2C)(i), 3C(3)(e)(ii) Note: CDIs are equity securities. 4.10.6 The voting rights attaching to each +class of +equity securities. Introduced 01/07/96 Origin: Listing Rules 3B(2C)(i), 3C(3)(e)(ii) Note: CDIs are equity securities. 4.10.7 A distribution schedule of the number of holders in each +class of +equity securities (in the case of +securities over which +CDIs have been issued, including holders of +CDIs), in the following categories and the total percentage of the +securities in that +class held by the holders in each category: 1 - 1,000 1,001 - 5,000 5,001, - 10,000 10,001 - 100,000 100,001 - and over. Introduced 01/07/96 Origin: Listing Rules 3B(2C)(ii)a, 3C(3)(e)(iii)a Amended 01/09/99, 30/09/01, 01/12/19 4.10.8 The number of holders holding less than a +marketable parcel of the entity’s +main class of +securities (in the case of +securities over which +CDIs have been issued, including holders of +CDIs), based on the +closing market price at the specified date. Introduced 01/07/96 Origin: Listing Rules 3B(2C)(ii)b, 3C(3)(e)(iii)b Amended 01/09/99, 01/07/14 4.10.9 The names of the 20 largest holders of each +class of quoted +equity securities, the number of +equity securities each holds and the percentage of capital (in the case of a trust, interests) each holds. Introduced 01/07/96 Origin: Listing Rules 3B(2C)(iii) and (iv), 3C(3)(e)(iv) and (v) Amended 01/07/98 4.10.10 The name of the entity’s secretary (in the case of a trust, the name of the responsible entity and its secretary). Introduced 01/07/96 Origin: Listing Rule 3C(3)(f)(i) Amended 01/07/98, 24/10/05 4.10.11 The address and telephone number of the entity’s registered office in Australia; and of its principal administrative office, if the two are different. Introduced 01/07/96 Origin: Listing Rule 3C(3)(f)(ii) + See chapter 19 for defined terms 1 December 2019 Page 410 Chapter 4 Periodic Disclosure 4.10.12 The address and telephone number of each office at which a register of +securities, register of depositary receipts or other facilities for registration of transfers is kept. Introduced 01/07/96 Origin: Listing Rule 3C(3)(f)(iii) Note: CDIs are securities. 4.10.13 A list of other stock exchanges on which any of the entity’s +securities are quoted. Introduced 01/07/96 Origin: Listing Rule 3C(3)(f)(iv) 4.10.14 The number and +class of +restricted securities or +securities subject to voluntary escrow that are on issue, and the date that the escrow period ends. In the case of +securities subject to voluntary escrow, this rule does not apply to an +annual report for a period ending on or before 31 December 2001. Introduced 01/07/96 Origin: Listing Rule 3C(3)(g) Amended 30/09/01 Note: In the case of securities which are subject to voluntary escrow, it is incumbent on the entity to ensure that arrangements are in place with the holders of the securities that will enable it to comply with this rule. Securities issued under an employee incentive scheme that have restrictions on their transfer under the terms of the scheme are not regarded as being subject to voluntary escrow. Cross reference: Listing Rules 3.10.5 and 3.10A. 4.10.15 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3C(6) Deleted 01/12/13 Refer rules 5.19, 5.20 and 5.36 to 5.39 4.10.16 For each +class of unquoted +equity securities (except +CDIs), the number of +equity securities that are on issue and the number of holders. In addition, if a person holds 20% or more of the +equity securities in an unquoted +class, the name of the holder and number of +equity securities held, unless the securities were issued or acquired under an +employee incentive scheme. Introduced 01/07/98 Amended 01/09/99, 11/03/04 4.10.17 A review of operations and activities for the reporting period that complies with the following requirements. • If the entity is established in Australia, the review must comply with sections 299 and 299A of the Corporations Act. • If the entity is not established in Australia but it is subject in its home jurisdiction to an equivalent law to sections 299 and 299A of the Corporations Act requiring the preparation of a directors’ report that includes a review of operations and activities for the reporting period, the review must comply with that law. • If the entity is not established in Australia and it is not subject in its home jurisdiction to an equivalent law to sections 299 and 299A of the Corporations Act requiring the preparation of a directors’ report that includes a review of operations and activities for the reporting period, the review must be equivalent to that which it would be required to prepare if it was incorporated in Australia and subject to sections 299 and 299A of the Corporations Act. Introduced 01/09/99 Amended 01/05/13 For further guidance, see Guidance Note 10 Review of Operations and Activities: Listing Rule 4.10.17. 4.10.18 Whether there is a current on-market buy-back. Introduced 01/09/99 Note: There is a current on-market buy-back if an Appendix 3C has been given to ASX for an on-market buy-back and no Appendix 3F has been given to ASX for that buy-back. 4.10.19 In its first two +annual reports after admission (or in the case of an entity that has been required to comply with listing rule 1.3.2(b) because of the application of Listing Rule 11.1.3, in the first two annual reports after the reinstatement of the entity’s securities to quotation following compliance with listing rule 11.1.3), a statement about whether the + See chapter 19 for defined terms 1 December 2019 Page 411 Chapter 4 Periodic Disclosure entity used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives. If the use was not consistent, an explanation of how the cash and assets were used. The statement in the first +annual report must be for the time between admission (or reinstatement to quotation) and the end of the reporting period. The statement in the second +annual report must be for the whole of the reporting period. This rule applies to an entity admitted under rule 1.3.2(b) and an entity required to comply with listing rule 1.3.2(b) because of the application of listing rule 11.1.3. Introduced 01/09/99 Amended 31/03/00, 30/09/01, 11/01/10 Cross reference: Listing Rule 1.3.2(b). 4.10.20 If the entity is an +investment entity, each of the following. (a) A list of all investments held by it and its +child entities at the balance date. (b) The level 1, level 2 and level 3 inputs used to value its investments in accordance with Australian Accounting Standard AASB 13 Fair Value Measurement. (c) The +net tangible asset backing of its +quoted +securities at the beginning and end of the reporting period and an explanation of any change therein over that period. (d) The total number of transactions in listed and unlisted +securities and derivatives during the reporting period, together with the total brokerage paid or accrued during that period. (e) The total management fees paid or accrued during the reporting period, together with a summary of any management agreement. Introduced 01/09/99 Origin: Guidance note on Investment entities Amended 01/06/10, 01/12/19 Note: For the avoidance of doubt, the level 1, level 2 and level 3 inputs used to value an investment entity’s investments in accordance with Australian Accounting Standard AASB 13 Fair Value Measurement can be disclosed in a note to the financial statements in the entity’s annual report. The reference in rule (e) above to total management fees includes all forms of fees paid to the manager, including establishment fees and performance fees. 4.10.21 A summary of any issues of +securities approved for the purposes of Item 7 of section 611 of the Corporations Act which have not yet been completed. Introduced 31/03/04 4.10.22 If during the reporting period any +securities were purchased on-market: • under or for the purposes of an +employee incentive scheme; or • to satisfy the entitlements of the holders of options or other rights to acquire +securities granted under an +employee incentive scheme, the following information: (a) the total number of +securities purchased during the reporting period; and (b) the average price per +security at which the +securities were purchased during the reporting period. Introduced 01/07/14 This rule applies in respect of financial years ending on or after 30 June 2015 (although an entity may adopt the amendments in respect of an earlier financial year, if it wishes to do so). Note: This rule applies regardless of who purchased the securities (whether it was the entity, a child entity, or an independent trustee of an employee incentive scheme to whom the entity or a child entity has directly or indirectly provided funds for that purpose). The disclosure required by this rule may be made in the remuneration report included in the entity’s annual report. Cross reference: Listing Rule 10.15B. + See chapter 19 for defined terms 1 December 2019 Page 412 Chapter 4 Periodic Disclosure Amount of CDIs on issue 4.11 An entity that has a dual listing on ASX and an overseas exchange and has +CDIs issued over +quoted securities must complete Appendix 4A and give it to ASX within 5 +business days of the end of each month. Introduced 01/12/19 Investment entity’s net tangible asset backing 4.12 An +investment entity must tell ASX the +net tangible asset backing of its +quoted +securities as at the end of each month immediately it is available for release to the market and in any event not later than 14 days after the end of that month. Introduced 01/07/96 Amended 01/12/19 Note: Information about the net tangible asset backing of an investment entity’s quoted securities is “available for release to the market” when it has been properly compiled, verified and approved. 4.13 [Deleted] Introduced 01/12/97 Amended 01/09/99, 01/07/00 Deleted 01/01/03 End of Section. Next page is no. 501. + See chapter 19 for defined terms 1 December 2019 Page 413 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities Chapter 5 Additional reporting on mining and oil and gas production and exploration activities Table of Contents The main headings in this chapter Rules Quarterly reporting 5.1 – 5.5 Reporting on mining activities 5.6 – 5.24 Reporting on oil and gas activities 5.25 – 5.44 Terms of a +mining tenement and a +petroleum tenement joint 5.45 venture Explanatory note This chapter sets out additional reporting and disclosure requirements for +mining entities, +oil and gas entities, and other entities reporting on mining and oil and gas activities. Information to be given to ASX for release to the market must be given to ASX's +market announcements office. Amended 01/07/14, 01/12/19 Quarterly reporting Mining producing entities 5.1 A +mining producing entity must complete a report for each quarter of its financial year and give it to ASX for release to the market. It must do so no later than 1 month after the end of the quarter. The report must include all of the following information for the group comprising the entity and its +child entities on a consolidated basis. 5.1.1 Details of its mining production and development activities for the quarter and a summary of the expenditure incurred on those activities. If there were no substantive mining production and development activities during the quarter, that fact must be stated. 5.1.2 A summary of its mining +exploration activities for the quarter and a summary of the expenditure incurred on those activities. If there were no substantive mining +exploration activities during the quarter, that fact must be stated. Note: The changes to Listing Rule 5.1 made on 01/12/19 come into effect for the quarter ended 31/03/20. Cross reference: Guidance Note 23 Quarterly Reports. Oil and gas producing entities 5.2 An +oil and gas producing entity must complete a report for each quarter of its financial year and give it to ASX for release to the market. It must do so no later than 1 month after the end of the quarter. The report must include all of the following information for the group comprising the entity and its +child entities on a consolidated basis. + See chapter 19 for defined terms 1 December 2019 Page 501 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities 5.2.1 Details of its oil and gas production and development activities for the quarter and a summary of the expenditure incurred on those activities. If there were no substantive oil and gas production or development activities during the quarter, that fact must be stated. 5.2.2 A summary of its oil and gas +exploration activities for the quarter and a summary of the expenditure incurred on those activities. If there were no substantive oil and gas +exploration activities during the quarter, that fact must be stated. Note: The changes to Listing Rule 5.2 made on 01/12/19 come into effect for the quarter ended 31/03/20. Cross reference: Guidance Note 23 Quarterly Reports. Quarterly activity reports by mining exploration entities 5.3 A +mining exploration entity must complete a report for each quarter of its financial year and give it to ASX for release to the market at the same time as it gives its Appendix 5B for that quarter under rule 5.5. The report must include all of the following information for the group comprising the entity and its +child entities on a consolidated basis. 5.3.1 Details of its mining +exploration activities for the quarter, including any material developments or material changes in those activities, and a summary of the expenditure incurred on those activities. If there were no substantive mining +exploration activities during the quarter, that fact must be stated. 5.3.2 Details of its mining production and development activities for the quarter and a summary of the expenditure incurred on those activities. If there were no substantive mining production and development activities during the quarter, that fact must be stated. 5.3.3 Details of: • any +mining tenements +acquired or +disposed of during the quarter and their location; • the +mining tenements held at the end of the quarter and their location; • any farm-in or farm-out agreements it entered into during the quarter; and • the beneficial percentage interests it held at the end of the quarter in farm-in or farm-out agreements. 5.3.4 If the quarter is included in a period covered by a “use of funds” statement or expenditure program in the +prospectus, +PDS or +information memorandum lodged by the entity with ASX under rule 1.1 condition 3, a comparison of the entity’s actual expenditure on the individual items in the “use of funds” statement or expenditure program since the date of its admission or re-admission to the official list against the estimated expenditure on those items in the “use of funds” statement or expenditure program in the +prospectus, +PDS or +information memorandum and an explanation of any material variances. 5.3.5 A description of, and an explanation for, any payments to, or to an +associate of, a related party of the entity included in its Appendix 5B for the quarter. Note: The changes to Listing Rule 5.3 made on 01/12/19 come into effect for the quarter ended 31/03/20. Cross reference: Guidance Note 23 Quarterly Reports. Quarterly activity reports by oil and gas exploration entities 5.4 An +oil and gas exploration entity must complete a report for each quarter of its financial year and give it to ASX for release to the market at the same time as it gives its Appendix 5B for that quarter under rule 5.5. The report must include all of the following information for the group comprising the entity and its +child entities on a consolidated basis. + See chapter 19 for defined terms 1 December 2019 Page 502 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities 5.4.1 Details of its oil and gas +exploration activities for the quarter, including any material developments or material changes in those activities, and a summary of the expenditure incurred on those activities. If there were no substantive oil and gas +exploration activities during the quarter, that fact must be stated. 5.4.2 Details of its oil and gas production and development activities for the quarter and a summary of the expenditure incurred on those activities. If there were no substantive oil and gas production and development activities during the quarter, that fact must be stated. 5.4.3 Details of: • any +petroleum tenements it +acquired or +disposed of during the quarter and their location; • the +petroleum tenements held by it at the end of the quarter and their location; • any farm-in or farm-out agreements it entered into during the quarter; and • the beneficial percentage interests it held at the end of the quarter in farm-in or farm-out agreements. 5.4.4 If the quarter is included in a period covered by a “use of funds” statement or expenditure program in the +prospectus, +PDS or +information memorandum lodged by the entity with ASX under rule 1.1 condition 3, a comparison of the entity’s actual expenditure on the individual items in the “use of funds” statement or expenditure program since the date of its admission or re-admission to the official list against the estimated expenditure on those items in the “use of funds” statement or expenditure program in the +prospectus, +PDS or +information memorandum and an explanation of any material variances. 5.4.5 A description of, and an explanation for, any payments to, or to an +associate of, a related party of the entity or an associate included in its Appendix 5B for the quarter. Note: The changes to Listing Rule 5.4 made on 01/12/19 come into effect for the quarter ended 31/03/20. Cross reference: Guidance Note 23 Quarterly Reports. Quarterly cash flow reports for mining exploration entities and oil and gas exploration entities 5.5 A +mining exploration entity and an +oil and gas exploration entity must also complete an Appendix 5B and give it to ASX. It must do so immediately the information is available for release to the market, and in any event within 1 month after the end of each quarter of its financial year. Note: The changes to Listing Rule 5.5 made on 01/12/19 come into effect for the quarter ended 31/03/20. Information about an entity’s quarterly cash flows is “available for release to the market” when it has been properly compiled, verified and approved. Cross reference: Listing Rule 4.10.19, Guidance Note 23 Quarterly Reports. Reporting on mining activities Requirements applicable to all public reporting 5.6 Subject to rule 5.10, a public report prepared by an +entity must be prepared in accordance with rules 5.7 to 5.24 if applicable and Appendix 5A (JORC Code) if applicable if the report includes a statement relating to any of the following. • +Exploration targets. • +Exploration results. • +Mineral resources or +ore reserves. + See chapter 19 for defined terms 1 December 2019 Page 503 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities • +Production targets. Note: the rules in this chapter relate to the reporting of exploration results, mineral resources, ore reserves, historical and foreign estimates and production targets. Appendix 5A (JORC Code) relates to the reporting of exploration targets, exploration results, mineral resources and ore reserves. This rule is not confined to reports under this chapter. It also applies to all public reports, including prospectuses, product disclosure statements, information memoranda, bidder's and target’s statements, annual reports, financial statements, technical papers, presentations, website content and information given to ASX for release to the market under other chapters of these rules. Requirements applicable to reports of exploration results for material mining projects 5.7 An +entity publicly reporting in relation to a +material mining project, either: (a) +exploration results for the first time; or (b) any new +exploration results, must include all of the following information in a market announcement and give it to ASX for release to the market. 5.7.1 As an appendix to the market announcement, a separate report providing all information that is material to understanding the +exploration results, in relation to each of the criteria in section 1 (sampling techniques and data) and section 2 (reporting of exploration results) of Table 1 in Appendix 5A (JORC Code). An +entity that determines that one or more of those criteria is not material for this purpose must identify each such criterion and explain why it has determined that it is not material to understanding the +exploration results. 5.7.2 As an appendix to the market announcement, a separate table setting out the following information for material drill-holes unless the +entity determines that the information is not material: • easting and northing of the drill-hole collar; • elevation or RL of the drill-hole collar; • dip and azimuth of the hole; • down hole width and depth; and • end of hole. An +entity that determines that a drill-hole table setting out the information described above is not material, is not required to attach the table to the market announcement but must explain why it has determined that the table is not material to understanding the +exploration results. Note: clauses 17 and 18 of Appendix 5A (JORC Code) set out additional requirements for public reports on +exploration results that also must be complied with (see Listing Rule 5.6). The proposed amendments to the JORC Code also require reporting against Table 1 of Appendix 5A (JORC Code) on an ‘if not, why not’ basis. Requirements applicable to reports of mineral resources for material mining projects 5.8 An +entity publicly reporting estimates of +inferred mineral resources, +indicated mineral resources or +measured mineral resources in relation to a +material mining project, either: (a) for the first time; or (b) that have materially changed from when those estimates were last reported in accordance with this rule, must include all of the following information in a market announcement and give it to ASX for release to the market. 5.8.1 In the market announcement, a fair and balanced representation of the information contained in the separate report prepared in accordance with rule 5.8.2 including a summary of all information material to understanding the reported estimates of +mineral resources in relation to the following matters: + See chapter 19 for defined terms 1 December 2019 Page 504 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities • geology and geological interpretation; • sampling and sub-sampling techniques; • drilling techniques; • the criteria used for classification, including drill and data spacing and distribution. This includes separately identifying the drill spacing used to classify each category of +mineral resources (inferred, indicated and measured) where estimates for more than one category of +mineral resource are reported; • sample analysis method; • estimation methodology; • cut-off grade(s), including the basis for the selected cut-off grade(s); and • mining and metallurgical methods and parameters, and other material modifying factors considered to date. 5.8.2 As an appendix to the market announcement, a separate report providing all information that is material to understanding the estimates of +mineral resources, in relation to each of the criteria in: • section 1 (sampling techniques and data), section 2 (reporting of exploration results), and section 3 (estimation and reporting of mineral resources) of Table 1 of Appendix 5A (JORC Code); and • section 5 (estimation and reporting of diamonds and other gemstones) of Table 1 of Appendix 5A (JORC Code), for all +entities reporting diamonds and other gemstones. An +entity that determines that one or more of those criteria is not material for this purpose must identify each such criterion and explain why it has determined that it is not material to understanding the estimates of +mineral resources. Note: clauses 19 to 27 of Appendix 5A (JORC Code) set out additional requirements for public reports on +mineral resources that also must be complied with (see Listing Rule 5.6). The proposed amendments to the JORC Code also require reporting against Table 1 of Appendix 5A (JORC Code) on an ‘if not, why not’ basis. Requirements applicable to reports of ore reserves for material mining projects 5.9 An +entity publicly reporting estimates of +probable ore reserves and +proved ore reserves in relation to a +material mining project, either: (a) for the first time; or (b) that have materially changed from when those estimates were last reported in accordance with this rule, must include all of the following information in a market announcement and give it to ASX for release to the market. 5.9.1 In the market announcement, a fair and balanced representation of the information contained in the separate report prepared in accordance with rule 5.9.2 including a summary of all information material to understanding the reported estimates of +ore reserves in relation to the following matters: • the material assumptions and the outcomes from the +preliminary feasibility study or the +feasibility study (as the case may be). If the economic assumptions are commercially sensitive to the +mining entity, an explanation of the methodology used to determine the assumptions rather than the actual figure can be reported; Note: economic assumptions may not be commercially sensitive. A +mining entity that considers that certain information is commercially sensitive should refer to section 6 of Guidance Note 31 on the steps ASX expects it to take in these circumstances. + See chapter 19 for defined terms 1 December 2019 Page 505 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities • the criteria used for classification, including the classification of the +mineral resources on which the +ore reserves are based and the confidence in the modifying factors applied; • the mining method selected and other mining assumptions, including mining recovery factors and mining dilution factors; • the processing method selected and other processing assumptions, including the recovery factors applied and the allowances made for deleterious elements; • the basis of the cut-off grade(s) or quality parameters applied; • estimation methodology; and • material modifying factors, including the status of environmental approvals, +mining tenements and approvals, other governmental factors and infrastructure requirements for selected mining methods and for transportation to market. 5.9.2 As an appendix to the market announcement, a separate report providing all information that is material to understanding the estimates of +ore reserves, in relation to each of the criteria in: • section 1 (sampling techniques and data), section 2 (reporting of exploration results), section 3 (estimation and reporting of mineral resources), and section 4 (estimation and reporting of ore reserves) of Table 1 of Appendix 5A (JORC Code); and • section 5 (estimation and reporting of diamonds and other gemstones) of Table 1 of Appendix 5A (JORC Code), for all +entities reporting diamonds and other gemstones. An +entity that determines that one or more of those criteria is not material for this purpose must identify each such criterion and explain why it has determined that it is not material to understanding the estimates of +ore reserves. Note: clauses 28 to 35 of Appendix 5A (JORC Code) set out additional requirements for public reports on +ore reserves that also must be complied with (see Listing Rule 5.6). The proposed amendments to the JORC Code also require reporting against Table 1 of Appendix 5A (JORC Code) on an ‘if not, why not’ basis. Requirements applicable to reports of historical estimates and foreign estimates of mineralisation for material mining projects 5.10 An +entity reporting +historical estimates or +foreign estimates of mineralisation in relation to a +material mining project to the public is not required to comply with rule 5.6 provided the +entity complies with rules 5.12, 5.13 and 5.14. 5.11 An +entity must not include +historical estimates or +foreign estimates (other than +qualifying foreign estimates) of mineralisation in an economic analysis (including a +scoping study, +preliminary feasibility study, or a +feasibility study) of the +entity’s +mineral resources and ore reserves holdings. 5.12 Subject to rule 5.13, an +entity reporting +historical estimates or +foreign estimates of mineralisation in relation to a +material mining project must include all of the following information in a market announcement and give it to ASX for release to the market. 5.12.1 The source and date of the +historical estimates or +foreign estimates. 5.12.2 Whether the +historical estimates or +foreign estimates use categories of mineralisation other than those defined in Appendix 5A (JORC Code) and if so, an explanation of the differences. + See chapter 19 for defined terms 1 December 2019 Page 506 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities 5.12.3 The relevance and materiality of the +historical estimates or +foreign estimates to the +entity. 5.12.4 The reliability of the +historical estimates or +foreign estimates, including by reference to any of the criteria in Table 1 of Appendix 5A (JORC Code) which are relevant to understanding the reliability of the +historical estimates or +foreign estimates. 5.12.5 To the extent known, a summary of the work programs on which the +historical estimates or +foreign estimates are based and a summary of the key assumptions, mining and processing parameters and methods used to prepare the +historical estimates or +foreign estimates. 5.12.6 Any more recent estimates or data relevant to the reported mineralisation available to the +entity. 5.12.7 The evaluation and/or exploration work that needs to be completed to verify the +historical estimates or +foreign estimates as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code). 5.12.8 The proposed timing of any evaluation and/or exploration work that the +entity intends to undertake and a comment on how the +entity intends to fund that work. 5.12.9 A cautionary statement proximate to, and with equal prominence as, the reported +historical estimates or +foreign estimates stating that: • the estimates are +historical estimates or +foreign estimates and are not reported in accordance with the JORC Code; • a +competent person has not done sufficient work to classify the +historical estimates or +foreign estimates as +mineral resources or +ore reserves in accordance with the JORC Code; and • it is uncertain that following evaluation and/or further exploration work that the +historical estimates or +foreign estimates will be able to be reported as +mineral resources or +ore reserves in accordance with the JORC Code. 5.12.10 A statement by a named +competent person or persons that the information in the market announcement provided under rules 5.12.2 to 5.12.7 is an accurate representation of the available data and studies for the +material mining project. The statement must include the information referred to in rule 5.22(b) and (c). 5.13 An +entity that has issued a market announcement under rule 5.12 is not required to include the information set out in rule 5.12 in any subsequent public report in relation to the +historical estimates or +foreign estimates provided all of the following conditions are satisfied. 5.13.1 The subsequent public report cross-references the initial market announcement referred to in rule 5.12. 5.13.2 The +entity is not in possession of any new information or data relating the +historical estimates or +foreign estimates that materially impacts on the reliability of the estimates or the +mining entity’s ability to verify the +historical estimates or +foreign estimates as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code). 5.13.3 The +entity confirms in the subsequent public report that the supporting information provided in the initial market announcement referred to in rule 5.12 continues to apply and has not materially changed. 5.13.4 The subsequent public report includes a cautionary statement proximate to, and with equal prominence as, the reported +historical estimates or +foreign estimates stating the matters contained in rule 5.12.9. + See chapter 19 for defined terms 1 December 2019 Page 507 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities 5.14 An +entity that has publicly reported +historical estimates or +foreign estimates in accordance with rule 5.12 which have not subsequently been verified and reported as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code), must comply with all of the following conditions. 5.14.1 The +entity must include each year in its +annual report (if applicable, in its mineral resources and ore reserves statement), a statement on: • the progress made in evaluating the previously reported +historical estimates or +foreign estimates; and • the status of any further evaluation and/or exploration work required to verify the +historical estimates or +foreign estimates as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code). 5.14.2 If the +historical estimates or +foreign estimates have not been verified and reported as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code) after 3 years from the date the +historical estimates or +foreign estimates were initially reported, the +annual report (if applicable, in its mineral resources and ore reserves statement) for that year and every subsequent year must include: • an explanation of why the +historical estimates or +foreign estimates have not been verified and reported as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code); and • a statement of the +entity’s intention with regard to verifying and reporting the +historical estimates or +foreign estimates as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code). Note: Listing Rule 5.20 provides that a +mining entity must include a mineral resources and ore reserves statement in its +annual report. Requirements applicable to reports of production targets 5.15 An +entity must not issue a public report containing or referring to a +production target that is based: (a) solely on an +exploration target or solely on a combination of +inferred mineral resources and an +exploration target; or (b) solely or partly on +historical estimates or +foreign estimates (other than +qualifying foreign estimates) of mineralisation. 5.16 Subject to rules 5.18 and 5.19, a public report by an +entity containing a +production target relating to: (a) the +mineral resources and ore reserves holdings of the +entity (an entity level +production target); or (b) a +material mining project of the +entity (or two or more +mining projects which together are material to the +entity), must include all of the following information and be given to ASX for release to the market. 5.16.1 All material assumptions on which the +production target is based. If the economic assumptions are commercially sensitive to the +mining entity, an explanation of the methodology used to determine the assumptions rather than the actual figure can be reported. Note: economic assumptions may not be commercially sensitive. A +mining entity that considers that certain information is commercially sensitive should refer to section 8.6 of Guidance Note 31 on the steps ASX expects it to take in these circumstances. 5.16.2 A statement that the estimated +ore reserves and/or +mineral resources underpinning the +production target have been prepared by a +competent person or persons in accordance with the requirements in Appendix 5A (JORC Code). + See chapter 19 for defined terms 1 December 2019 Page 508 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities 5.16.3 The relevant proportions of: • +probable ore reserves and +proved ore reserves; • +inferredmineral resources, +indicated mineral resources and +measured mineral resources; • an +exploration target; and • +qualifying foreign estimates, underpinning the +production target. 5.16.4 If a proportion of the +production target is based on +inferred mineral resources, a cautionary statement proximate to, and with equal prominence as, the reported +production target, stating that: “There is a low level of geological confidence associated with inferred mineral resources and there is no certainty that further exploration work will result in the determination of indicated mineral resources or that the production target itself will be realised”. 5.16.5 If a proportion of the +production target is based on an +exploration target, a statement of the factors that lead the +entity to believe that it has a reasonable basis for reporting a +production target in that context, and a cautionary statement proximate to, and with equal prominence as, the reported +production target, stating that: “The potential quantity and grade of an exploration target is conceptual in nature, there has been insufficient exploration to determine a mineral resource and there is no certainty that further exploration work will result in the determination of mineral resources or that the production target itself will be realised”. 5.16.6 If the +production target is based solely on +inferred mineral resources: • a statement of the factors that lead the +entity to believe that it has a reasonable basis for reporting a +production target based solely on +inferred mineral resources; • the level of confidence with which the +inferred mineral resources are estimated and the basis for that level of confidence; • a technical report of a sufficient level of confidence to support the +production target. The technical report must be prepared by, or under the supervision of, a named independent +competent person or persons and include the information referred to in rule 5.22(b) and (c); and • a cautionary statement proximate to, and with equal prominence as, the reported +production target, stating that: “There is a low level of geological confidence associated with inferred mineral resources and there is no certainty that further exploration work will result in the determination of indicated mineral resources or that the production target itself will be realised. The stated production target is based on the company’s current expectations of future results or events and should not be solely relied upon by investors when making investment decisions. Further evaluation work and appropriate studies are required to establish sufficient confidence that this target will be met.” Note: this rule requires that the technical report must be prepared by, or under the supervision of, an independent +competent person. The +inferred mineral resources underlying the +production target must be prepared by, or under the supervision of, a +competent person or persons, but are not required to be prepared by, or under the supervision of, an independent +competent person or persons. 5.16.7 If a proportion of the +production target is based on +qualifying foreign estimates that have not been verified and reported as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code) after 3 years from the date the +qualifying foreign estimates were initially reported, the statement and explanation referred to in rule 5.14.2. + See chapter 19 for defined terms 1 December 2019 Page 509 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities Note: the proximate cautionary statement referred to in Listing Rule 5.12.9 will also be required, and should be provided together with the statement and explanation referred to above. 5.17 Subject to rules 5.18 and 5.19, a public report by an +entity containing forecast financial information derived from a +production target relating to: (a) the +mineral resources and ore reserves holdings of the +entity (an entity level +production target); or (b) a +material mining project of the +entity (or two or more +mining projects which together are material to the +entity), must include all of the following information and be given to ASX for release to the market. 5.17.1 All material assumptions on which the forecast financial information is based. If the economic assumptions are commercially sensitive to the +mining entity, an explanation of the methodology used to determine the assumptions rather than the actual figure can be reported. Note: economic assumptions may not be commercially sensitive. A +mining entity that considers that certain information is commercially sensitive should refer to section 8.6 of Guidance Note 31 on the steps ASX expects it to take in these circumstances. 5.17.2 The +production target from which the forecast financial information is derived (including all the information contained in rule 5.16). 5.17.3 If a significant proportion of the +production target is based on an +exploration target, the implications for the forecast financial information of not including the +exploration target in the +production target. 5.18 A public report by an +entity containing a +production target, or forecast financial information derived from a +production target, relating to an operating mine(s) and that is underpinned: (a) solely by +ore reserves; or (b) solely by a combination of +ore reserves and +measured mineral resources; or (c) solely by a combination of +ore reserves and: • +measured mineral resources; and/or • +indicated mineral resources, provided in this case that the +indicated mineral resources are not the determining factor in project viability, is not required to comply with rules 5.16.1 or 5.17.1 (as the case may be) in relation to that +production target or forecast financial information. 5.19 An +entity that has issued a public report under rules 5.16 or 5.17 is not required to include the information set out in rules 5.16 and 5.17 in any subsequent public report in relation to a +production target, or forecast financial information derived from a +production target, provided all of the following conditions are satisfied. 5.19.1 The subsequent public report cross-references the initial public report referred to in rule 5.16 or rule 5.17 (as the case may be). 5.19.2 The +entity confirms in the subsequent public report that all the material assumptions underpinning the +production target, or the forecast financial information derived from a +production target, in the initial public report referred to in rule 5.16 or rule 5.17 (as the case may be) continue to apply and have not materially changed. 5.19.3 If the +production target is based solely on +inferred mineral resources, the subsequent public report includes a cautionary statement proximate to, and with equal prominence as, the reported +production target, or the forecast financial information derived from a +production target, which includes the statement set out in rule 5.16.4. + See chapter 19 for defined terms 1 December 2019 Page 510 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities 5.19.4 If a proportion of the +production target is based on an +exploration target, the subsequent public report includes a cautionary statement proximate to, and with equal prominence as, the reported +production target, or forecast financial information derived from a +production target, which includes the statement set out in rule 5.16.5. Annual report requirements 5.20 A +mining exploration entity must include in its +annual report: (a) the +mining tenements held by the +mining exploration entity and its +child entities and their location; and (b) the percentage interest it or they hold in each +mining tenement. 5.21 A +mining entity must include a mineral resources and ore reserves statement in its +annual report which includes all of the following information. 5.21.1 A summary of the results of the +mining entity’s annual review of its +ore reserves and +mineral resources. 5.21.2 As at the +mining entity’s end of financial year balance date (or such other appropriate disclosed date), the +mining entity’s +mineral resources and ore reserves holdings in tabular form reported on the following basis: • by commodity type, including the grade or quality; • by +ore reserve category and +mineral resource category; and • by geographical area based on the materiality of the +mineral resources and ore reserves holdings to the +mining entity. Note: +mineral resources and ore reserves holdings include +mineral resources and +ore reserves in which the +mining entity or any of its +child entities has an economic interest. 5.21.3 If the +mining entity reports as at a date other than its end of financial year balance date, the +mining entity must include a brief explanation of any material changes in the +mineral resources and ore reserves holdings in the period between the date of annual review of its +ore reserves and +mineral resources and the end of financial year balance date. 5.21.4 A comparison of the +mining entity’s +mineral resources and ore reserves holdings against that from the previous year on the following basis: • by commodity type, including the grade or quality; and • total +ore reserves and total +mineral resources by geographical area based on the materiality of the +mineral resources and ore reserves holdings to the +mining entity, including an explanation of any material changes in the +mineral resources and ore reserves holdings from the previous year. 5.21.5 A summary of the governance arrangements and internal controls that the +mining entity has put in place with respect to its estimates of +mineral resources and +ore reserves and the estimation process. Note: compliance with this rule satisfies the requirement in clause 14 of Appendix 5A (JORC Code) for a +mining entity to publicly report on +mineral resources and +ore reserves annually. Competent person requirements 5.22 Subject to rule 5.23, a market announcement by an +entity containing +exploration results or estimates of +mineral resources or +ore reserves in relation to a +material mining project must state: + See chapter 19 for defined terms 1 December 2019 Page 511 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities (a) that it is based on, and fairly represents, information and supporting documentation prepared by a named +competent person or persons; (b) in each case, whether the +competent person is an employee of the +mining entity or a +related party and, if not, the name of the +competent person’s employer; and (c) in each case, the name of the professional organisation of which the +competent person is a member. The market announcement must only be issued with the prior written consent of the +competent person or persons as to the form and context in which the +exploration results or estimates of +mineral resources or +ore reserves (as the case may be) and the supporting information are presented in the market announcement. Note: this requirement applies to market announcements containing +exploration results under Listing Rule 5.7 or estimates (original or updated) of +mineral resources or +ore reserves under Listing Rule 5.8 or Listing Rule 5.9. 5.23 The requirements in rule 5.22 only apply the first time an +entity publicly reports +exploration results in accordance with listing rule 5.7 or estimates (original or updated) of +mineral resources or +ore reserves in accordance with rule 5.8 or rule 5.9 (as the case may be) provided all of the following conditions are satisfied. 5.23.1 Any subsequent public report that refers to those +exploration results or estimates of +mineral resources or +ore reserves cross-references the relevant market announcement containing the statements and consent referred to in rule 5.22. 5.23.2 The +entity confirms in the subsequent public report that it is not aware of any new information or data that materially affects the information included in the relevant market announcement and, in the case of estimates of +mineral resources or +ore reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. 5.24 The mineral resources and ore reserves statement in a +mining entity’s +annual report must include: (a) a statement that it is based on, and fairly represents, information and supporting documentation prepared by a +competent person or persons; and (b) a statement that the mineral resources and ore reserves statement as a whole has been approved by a named +competent person or persons, as well as the information referred to in rule 5.22(b) and (c) in relation to the named +competent person or persons. The mineral resources and ore reserves statement must only be issued with the prior written consent of the named +competent person or persons referred to in paragraph (b) as to the form and context in which it appears in the +annual report. Note: the named +competent person or persons referred to in paragraph (b) may be a different to the +competent person or persons referred to in paragraph (a). Reporting on oil and gas activities Requirements applicable to all public reporting 5.25 An +entity publicly reporting +petroleum resources, including estimates of: (a) +petroleum reserves; (b) +contingent resources; or (c) +prospective resources, must ensure all of the following requirements are complied with in the report. Note: this Listing Rule is not confined to reports under this chapter. It also applies to all public reports, including prospectuses, product disclosure statements, information memoranda, bidder's statements, target’s statements, + See chapter 19 for defined terms 1 December 2019 Page 512 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities annual reports, financial statements, technical papers, presentations, website content and information given to ASX for release to the market under other chapters of these rules. 5.25.1 The date at which the estimates are reported must be disclosed in the report. Note: the date referred to in Listing Rule 5.25.1 may be referenced as the “evaluation date”. 5.25.2 +Petroleum resources must be classified in accordance with +SPE-PRMS and reported in the most specific resource class in which +petroleum resources can be classified under +SPE-PRMS. Note: the specific classes for petroleum resources are mentioned in section 1.1 of +SPE-PRMS. They are production, reserves, contingent resources, prospective resources and unrecoverable petroleum. Additional guidance on petroleum resource classification is provided in the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.25.3 The disclosure of total petroleum initially-in-place, total resource base, estimated ultimate recovery, remaining recoverable resources or hydrocarbon endowment is prohibited unless all of the following information is included in the report proximate to that disclosure: • an estimate of +petroleum reserves; • an estimate of +contingent resources; • an estimate of +prospective resources; and • whether and how each of the resource classes in the summation were adjusted for risk. Note: +SPE-PRMS defines ‘total petroleum initially-in-place’ in section 1.1 and Appendix A, ‘estimated ultimate recovery’ in section 1.1 and Appendix A, and ‘recoverable resources’ in section 1.2 and Appendix A. Additional guidance on total petroleum initially-in-place is provided in section 2.2 of the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.25.4 The disclosure of discovered petroleum-initially-in-place is prohibited unless all of the following information is included in the report proximate to that disclosure. • an estimate of +petroleum reserves; • an estimate of +contingent resources; and • whether and how each of the resource classes in the summation were adjusted for risk. Note: +SPE-PRMS defines ‘discovered petroleum initially-in-place’ in section 1.1 and Appendix A. 5.25.5 Estimates of +petroleum reserves, +contingent resources and +prospective resources must: • be reported according to the +entity’s economic interest in the +petroleum reserves, +contingent resources and +prospective resources including its entitlements under production-sharing contracts and risked-service contracts; • be reported net of: (a) royalties that the +entity is required by agreement (including overriding royalties provided for in farm-out agreements) to give in-kind to the royalty owner; or (b) those volumes that the +entity is allowed to lift and sell on behalf of the royalty owner; and • not be reported in relation to pure service contracts. Note: +SPE-PRMS defines ‘production-sharing contract’ in section 3.3.2 and Appendix A and ‘risked-service contract’ in section 3.3.2 and Appendix A. Additional guidance on production-sharing contracts (in section 10.33) and risked-service contracts (in section 10.4) is provided in the Guidelines for Application of the Petroleum Resources Management System (November 2011). + See chapter 19 for defined terms 1 December 2019 Page 513 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities 5.25.6 The +entity must disclose whether the deterministic or probabilistic method was used to prepare the estimates of +petroleum reserves, +contingent resources and +prospective resources in the report. Note: +SPE-PRMS defines the ‘deterministic estimation method’ and the ‘probabilistic estimation method’ in section 4.2 and Appendix A. Additional guidance on the deterministic estimation method (in sections 2.2, 3.1, 6.2 and 7.1) and the probabilistic estimation method (in sections 5.3 and 7.1) is provided in the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.25.7 If estimates of +petroleum reserves, +contingent resources and +prospective resources are reported in units of equivalency between oil and gas, the +entity must disclose in the report the conversion factor used to convert: • gas to oil, where the estimates are reported in +BOEs; and • oil to gas, where the estimates are reported in +McfGEs. Note: additional guidance on +BOEs is provided in sections 4.12 and 9.13 in the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.26 An +entity publicly reporting estimates of +petroleum reserves must ensure all of the following requirements are complied with in that report. 5.26.1 The +entity must have a high degree of confidence in the commercial producibility of the reservoir. 5.26.2 The term ‘reserves’ must only be used in connection with estimates of commercially recoverable quantities of +petroleum and must not be used in connection with estimated quantities of +petroleum that are not commercially recoverable. 5.26.3 +Petroleum reserves must be categorised and reported in the most specific category that reflects the degree of uncertainty in the estimated quantities of recoverable +petroleum, that is, +1P, +2P or +3P. If an estimate of +3P is reported, estimates of +2P and +1P must also be reported. 5.26.4 If +petroleum reserves are not reported net of +lease fuel up to the +reference point, the report must disclose the portion of the +petroleum reserves estimates that will be consumed as fuel in production and lease plant operations. Note: additional guidance on +lease fuel (in section 9.1) and +reference points (in sections 7.1 and 9.13) is provided in the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.26.5 The +entity must disclose the +reference point used for the purpose of measuring and assessing the estimated +petroleum reserves. Note: additional guidance is provided on +reference points in sections 7.1 and 9.13 of the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.26.6 The disclosure of a mean estimate of +petroleum reserves is prohibited. 5.26.7 Where reported +petroleum reserves represent aggregated estimates of +petroleum reserves, the method of aggregation must be disclosed which must be either: • arithmetic summation by category (that is, +1P, +2P or +3P); or • statistical aggregation of uncertainty distributions up to the field, property or project level. Note: +SPE-PRMS defines ‘aggregated’ in section 4.2.1 and Appendix A. 5.26.8 If +petroleum reserves are reported beyond the field, property or project level, estimates of +petroleum reserves must be aggregated by arithmetic summation by category beyond that level of reporting. In this case, the +entity must include a note in the report cautioning that the aggregate +1P may be a very conservative estimate and the aggregate +3P may be a very optimistic estimate due to the portfolio effects of arithmetic summation. + See chapter 19 for defined terms 1 December 2019 Page 514 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities Note: additional guidance is provided on aggregation in sections 1.1, 2.1, 4.1, 5.1, 6.26 and 8.1 of the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.26.9 If a +petroleum reserves replacement ratio is reported, the +entity must include an explanation of how the petroleum reserves replacement ratio was calculated in the report. 5.27 An +entity publicly reporting estimates of +contingent resources must ensure all of the following requirements are complied with in that report. 5.27.1 +Contingent resources must be categorised and reported in the most specific category that reflects the degree of uncertainty in the estimated quantities of potentially recoverable +petroleum, that is, +1C, +2C or +3C. If an estimate of +3C is reported, estimates of +2C and +1C must also be reported. 5.27.2 The disclosure of a mean estimate of +contingent resources is prohibited. 5.27.3 Where reported +contingent resources represent aggregated estimates of +contingent resources, the method of aggregation must be disclosed and must be either: • arithmetic summation by category (that is, +1C, +2C or +3C); or • statistical aggregation of uncertainty distributions up to the field, property or project level. 5.27.4 If +contingent resources are reported beyond the field, property or project level, estimates of +contingent resources must be aggregated by arithmetic summation by category beyond that level of reporting. In this case, the +entity must include a note in the report cautioning that the aggregate +1C may be a very conservative estimate and the aggregate +3C may be a very optimistic estimate due to the portfolio effects of arithmetic summation. Note: additional guidance is provided on aggregation in sections 1.1, 2.1, 4.1, 5.1, 6.26 and 8.1 of the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.28 An +entity publicly reporting estimates of +prospective resources must ensure all of the following requirements are complied with in that report. 5.28.1 +Prospective resources must be categorised and reported in the most specific category that reflects the degree of uncertainty in the estimated quantities of potentially recoverable +petroleum, that is, +low estimate, +best estimate or +high estimate. If a +high estimate of +prospective resources is reported, the +best estimate and +low estimate of +prospective resources must also be reported. 5.28.2 A cautionary statement proximate to, and with equal prominence as, the reported +prospective resources must be included in the report, stating that: “The estimated quantities of petroleum that may potentially be recovered by the application of a future development project(s) relate to undiscovered accumulations. These estimates have both an associated risk of discovery and a risk of development. Further exploration appraisal and evaluation is required to determine the existence of a significant quantity of potentially moveable hydrocarbons”. Requirements applicable to reporting on geophysical surveys 5.29 A public report by an +entity on any geophysical survey in relation to +petroleum must include the name, nature and status of the survey, and the permit under which the survey is being conducted. + See chapter 19 for defined terms 1 December 2019 Page 515 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities Requirements applicable to reporting material exploration and drilling results 5.30 An +entity publicly reporting material +exploration and drilling results in relation to +petroleum resources must include all of the following information in that report and give the report to ASX for release to the market. (a) The name and type of well. (b) The location of the well and the details of the permit or lease in which the well is located. (c) The +entity’s working interest in the well. (d) If the gross pay thickness is reported for an interval of conventional resources, the net pay thickness. (e) The geological rock type of the formation drilled. (f) The depth of the zones tested. (g) The types of test(s) undertaken and the duration of the test(s). (h) The hydrocarbon phases recovered in the test(s). (i) Any other recovery, such as, formation water and water, associated with the test(s) and their respective proportions. (j) The choke size used, the flow rates and, if measured, the volumes of the hydrocarbon phases measured. (k) If applicable, the number of fracture stimulation stages and the size and nature of fracture stimulation applied. (l) Any material volumes of non-hydrocarbon gases, such as, carbon dioxide, nitrogen, hydrogen sulphide and sulphur. (m) Any other information that is material to understanding the reported results. Requirements applicable to reporting petroleum reserves for material oil and gas projects 5.31 The first time an +entity publicly reports estimates of +petroleum reserves in relation to a +material oil and gas project, the +entity must include all of the following information in a market announcement and give it to ASX for release to the market. 5.31.1 All material economic assumptions used to calculate the estimates of +petroleum reserves. If those economic assumptions are commercially sensitive to the +oil and gas entity, an explanation of the methodology used to determine the assumptions rather than the actual figure can be reported. 5.31.2 Whether the +entity has operator or non-operator interests in the +material oil and gas project. If the +entity has non-operator interests, the name of the operator. 5.31.3 The types of permits or licences held by the +entity in respect of the reported estimates of +petroleum reserves. 5.31.4 A brief description of: • the basis for confirming commercial producibility and booking +petroleum reserves; • the analytical procedures used to estimate the +petroleum reserves; • the proposed +extraction method; and • if applicable, any specialised processing required following +extraction. 5.31.5 The estimated quantities (in aggregate) to be recovered: + See chapter 19 for defined terms 1 December 2019 Page 516 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities • from existing wells and facilities (developed +petroleum reserves); and • through future investments (undeveloped +petroleum reserves). Note: +SPE-PRMS defines ‘developed reserves’ and ‘undeveloped reserves’ in section 2.1 and Appendix A. Additional guidance is provided on developed reserves and undeveloped reserves in sections 3.1, 6.1 and 8.1 of the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.31.6 If the reported estimates of +petroleum reserves relate to undeveloped +petroleum reserves, a brief statement regarding: • the status of the +material oil and gas project; • when development is anticipated; • the marketing arrangements that justify development; • access to transportation infrastructure; and • environmental approvals required. 5.31.7 If the reported estimates of +petroleum reserves relate to unconventional +petroleum resources, the land area and the number of wells for which the estimates of +petroleum reserves are provided. Note: +SPE-PRMS defines ‘unconventional resources’ in section 2.4 and Appendix A. Additional guidance on unconventional petroleum resources is provided in sections 1.1 and 8.6 of the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.31.8 If +1P is zero for the reported estimates of +petroleum reserves, a brief explanation of why +1P is zero and why, in the absence of +1P, +3P and +2P have been determined and reported. 5.32 The first time an entity publicly reports estimates of +petroleum reserves in relation to a +material oil and gas project that have materially changed from when those estimates were previously reported, the +entity must include all of the following information in a market announcement and give it to ASX for release to the market. 5.32.1 An explanation of the new data and information. 5.32.2 An explanation of how the new data and information has affected the estimates of +petroleum reserves. 5.32.3 Any changes or additions to the information provided under rules 5.31.1 to 5.31.7. Requirements applicable to reporting contingent resources for material oil and gas projects 5.33 The first time an +entity publicly reports estimates of +contingent resources in relation to a +material oil and gas project, the +entity must include all of the following information in a market announcement and give it to ASX for release to the market. 5.33.1 The types of permits or licences held by the +entity in respect of the reported estimates of +contingent resources. 5.33.2 The basis for confirming the existence of a significant quantity of potentially moveable hydrocarbons and the determination of a discovery. 5.33.3 A brief description of: • the analytical procedures used to estimate the +contingent resources; • the key contingencies that prevent the +contingent resources from being classified as +petroleum reserves; and + See chapter 19 for defined terms 1 December 2019 Page 517 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities • any further appraisal drilling and evaluation work to be undertaken to assess the potential for commercial recovery, and to progress the +material oil and gas project. 5.33.4 If the reported estimates of +contingent resources are contingent on technology under development, a brief explanation of: • whether the technology is under active development; • whether a pilot for that technology is planned and budgeted; and • whether the technology has been demonstrated to be commercially viable in analogous reservoirs and, if not, whether it has been demonstrated to be commercial viable in other reservoirs. 5.33.5 If the reported estimates of +contingent resources relate to unconventional +petroleum resources, the land area and the number of wells for which the estimates of +contingent resources are provided. Note: +SPE-PRMS defines ‘unconventional resources’ in section 2.4 and Appendix A. Additional guidance on unconventional petroleum resources (in sections 1.1 and 8.6) and on the key contingencies for a classification of +contingent resources is provided in the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.34 The first time an +entity publicly reports estimates of +contingent resources in relation to a +material oil and gas project that have materially changed from when those estimates were previously reported, the +entity must include all of the following information in a market announcement and give it to ASX for release to the market. 5.34.1 An explanation of the new data and information. 5.34.2 An explanation of how the new data and information has affected the estimates of +contingent resources. 5.34.3 Any changes or additions to the information provided under rules 5.33.1 to 5.33.5. Requirements applicable to reporting prospective resources for material oil and gas projects 5.35 The first time an +entity publicly reports estimates of +prospective resources in relation to a +material oil and gas project, the +entity must include all of the following information in a market announcement and give it to ASX for release to the market. 5.35.1 The types of permits or licences held by the +entity in respect of the reported estimates of +prospective resources. 5.35.2 A brief description of: • the basis on which the +prospective resources are estimated; and • any further +exploration activities, including studies, further data acquisition and evaluation work, and +exploration drilling to be undertaken and the expected timing of those +exploration activities. 5.35.3 The +entity’s assessment of the chance of discovery and the chance of development associated with the reported estimates of +prospective resources. 5.35.4 If risked estimates of +prospective resources are reported, an explanation of how the estimates were adjusted for risk. Note: additional guidance on +prospective resources is provided in the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.36 The first time an +entity publicly reports estimates of +prospective resources in relation to a +material oil and gas project that have materially changed from when those estimates were + See chapter 19 for defined terms 1 December 2019 Page 518 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities previously reported, the +entity must include all of the following information in a market announcement and give it to ASX for release to the market. 5.36.1 An explanation of the new data and information. 5.36.2 An explanation of how the new data and information has affected the estimates of +prospective resources. 5.36.3 Any changes or additions to the information provided under rules 5.35.1 to 5.35.4. Annual report requirements 5.37 An +oil and gas exploration entity must include in its +annual report: (a) the +petroleum tenements held by the +oil and gas exploration entity and its +child entities and their location; and (b) the percentage interest it or they hold in each +petroleum tenement. 5.38 An +oil and gas entity that reports to the Securities and Exchange Commission (SEC) of the United States of America and files SEC compliant Forms 10-K and 20-F Reports with the SEC annually, is not required to comply with the annual reserves statement requirements under rules 5.39 and 5.40. Note: the US Securities Exchange Act of 1934 requires certain companies to file Forms 10-K and 20-F with the SEC. ASX may ask an +oil and gas entity to provide evidence that it has filed SEC compliant Forms 10-K and 20-F with the SEC. 5.39 Subject to rule 5.38, an +oil and gas entity must include a reserves statement in its +annual report which includes all of the following information. 5.39.1 As at the +oil and gas entity’s end of financial year balance date, the +oil and gas entity’s +petroleum reserves holdings in tabular form reported on the following basis: • subject to rule 5.39.2, by the +oil and gas entity’s total +1P +petroleum reserves and +2P +petroleum reserves (split between developed and undeveloped +petroleum reserves and by product); and • by total aggregated +1P +petroleum reserves and +2P +petroleum reserves by product and geographical area (split between developed and undeveloped +petroleum reserves by geographical area). Note: +petroleum reserves holdings include +petroleum reserves in which the +oil and gas entity or any of its +child entities have an economic interest. 5.39.2 If the +oil and gas entity has material unconventional +petroleum resources, it must separately identify the portion of the total +1P +petroleum reserves and +2P +petroleum reserves reported under the first bullet point of rule 5.39.1 that are based on unconventional +petroleum resources. Note: +SPE-PRMS defines ‘developed reserves’ and ‘undeveloped reserves’ in section 2.1 and Appendix A and ‘unconventional resources’ in section 2.4 and Appendix A. Additional guidance on developed and undeveloped reserves (in sections 2.1, 6.1 and 8.2) and unconventional resources (in sections 1.1 and 8.6) is provided in the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.39.3 A reconciliation of the +oil and gas entity’s +petroleum reserves holdings against that from the previous year. The reconciliation can be reported on the basis of the +oil and gas entity’s total +1P +petroleum reserves and +2P +petroleum reserves by product or by total aggregated +1P +petroleum reserves and +2P +petroleum reserves by geographical area, and must include an explanation of any material changes in those holdings from the previous year. 5.39.4 If any material concentrations of undeveloped +petroleum reserves in +material oil and gas projects have remained undeveloped after 5 years from the date they were initially + See chapter 19 for defined terms 1 December 2019 Page 519 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities reported, the +oil and gas entity’s reserves statement in the +annual report for that year and every subsequent year must include: • an explanation of why the undeveloped +petroleum reserves have not been developed; and • a statement of the +oil and gas entity’s intention with regard to the future development of the undeveloped +petroleum reserves. Note: +SPE-PRMS defines ‘undeveloped reserves’ in section 2.1 and Appendix A. Additional guidance is provided on undeveloped reserves in sections 3.1, 6.1 and 8.1 of the Guidelines for Application of the Petroleum Resources Management System (November 2011). 5.39.5 A summary of the governance arrangements and internal controls that the +oil and gas entity has put in place, including the frequency and scope of any reviews or audits undertaken, with respect to its estimates of +petroleum reserves and the estimation process. 5.40 If an +oil and gas entity reports on +oil and gas entity level and other aggregated estimates of +contingent resources in its reserves statement in its +annual report, the statement must include all of the following information. 5.40.1 As at the +oil and gas entity’s end of financial year balance date, the +oil and gas entity’s +contingent resources holdings in tabular form reported on the following basis: • total +2C +contingent resources by product; and • aggregated +2C +contingent resources by product and geographical area. 5.40.2 A reconciliation of the +oil and gas entity’s total +2C +contingent resources holdings against that from the previous year, including an explanation of any material changes in those holdings from the previous year. Note: +contingent resources holdings include +contingent resources in which the +oil and gas entity and all its +child entities have an economic interest. Qualified petroleum reserves and resources evaluator requirements 5.41 An +entity publicly reporting on estimates of +petroleum reserves, +contingent resources and +prospective resources must ensure that those estimates are prepared by, or under the supervision of, a +qualified petroleum reserves and resources evaluator or evaluators. 5.42 Subject to rule 5.43, a public report by an +entity containing estimates of +petroleum reserves, +contingent resources and +prospective resources must state: (a) that it is based on, and fairly represents, information and supporting documentation prepared by, or under the supervision of, a named +qualified petroleum reserves and resources evaluator or evaluators; (b) whether the +qualified petroleum reserves and resources evaluator is an employee of the +oil and gas entity or a +related party and, if not, the name of the +qualified petroleum reserves and resources evaluator’s employer; and (c) the name of the professional organisation of which the +qualified petroleum reserves and resources evaluator is a member. The report must only be issued with the prior written consent of the +qualified petroleum reserves and resources evaluator as to the form and context in which the estimated +petroleum reserves, +contingent resources and +prospective resources and the supporting information are presented in the public report. Note: this requirement applies (but is not limited) to public reports containing estimates of +petroleum reserves or materially changed estimates of +petroleum reserves in accordance with Listing Rules 5.31 or 5.32, estimates of +contingent resources or materially changed estimates of +contingent resources in accordance with Listing Rules 5.33 or 5.34 and estimates of +prospective resources or materially changed estimates of +prospective resources in accordance with Listing Rules 5.35 or 5.36. + See chapter 19 for defined terms 1 December 2019 Page 520 Chapter 5 Additional reporting on mining and oil and gas production and exploration activities 5.43 The requirements in rule 5.42 only apply the first time an +entity publicly reports estimates of +petroleum reserves, +contingent resources or +prospective resources (original or updated) provided all of the following conditions are satisfied. 5.43.1 Any subsequent public report that refers to those estimates of +petroleum reserves, +contingent resources or +prospective resources cross-references the relevant market announcement containing the statements and consent referred to in rule 5.42. 5.43.2 The +entity confirms in the subsequent public report that it is not aware of any new information or data that materially affects the information included in the relevant market announcement and that all the material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. 5.44 The reserves statement in an +oil and gas entity’s +annual report in accordance with rule 5.39 must include: (a) a statement that it is based on, and fairly represents, information and supporting documentation prepared by, or under the supervision of, a +qualified petroleum reserves and resources evaluator or evaluators; and (b) a statement that the reserves statement as a whole has been approved by a named +qualified petroleum reserves and resources evaluator or evaluators, as well as the information referred to in rule 5.42(b) and (c) in relation to the named +qualified petroleum reserves and resources evaluator or evaluators. The reserves statement must only be issued with the prior written consent of the named +qualified petroleum reserves and resources evaluator or evaluators referred to in paragraph (b) as to the form and context in which it appears in the +annual report. Note: the named +qualified petroleum reserves and resources evaluator or evaluators referred to in paragraph (b) may be different to the +qualified petroleum reserves and resources evaluator or evaluators referred to in paragraph (a). Terms of a mining tenement and a petroleum tenement joint venture 5.45 An +entity must not, and must ensure that all its +child entities do not, enter a joint venture agreement to investigate or explore a +mining tenement or a +petroleum tenement, unless the agreement provides that if the +entity requires it, the operator of the joint venture will give the +entity all the information the +entity requires to comply with the Listing Rules; and that the information may be given to ASX for release to the market if necessary for the +entity to comply with the Listing Rules. End of Section. Next page is no. 601. + See chapter 19 for defined terms 1 December 2019 Page 521 Chapter 6 Securities Chapter 6 Securities Table of Contents The main headings in this chapter Rules + Appropriate and equitable requirement for all securities 6.1 + Ordinary securities 6.2 + Preference securities 6.3 – 6.7 + Rules that apply to all equity securities 6.8 – 6.13 Rights and obligations that apply only to options 6.14 – 6.23 Compliance with timetables 6.24 Timetables Appendix 6A Explanatory note + This chapter deals with the rights and obligations that must be attached to securities of a listed entity. + + The requirements in this chapter apply to both quoted and unquoted securities unless otherwise stated. Timetables relating to this chapter are in Appendix 6A. Appropriate and equitable requirement for all securities + + 6.1 The terms that apply to each class of equity securities must, in ASX’s opinion, be appropriate and equitable. Introduced 01/07/96 Origin: Listing Rules 2A(2), 3K(1) Note: ASX has regard to the relationship between voting and other rights when it looks at whether the rights and obligations are appropriate and equitable. Ordinary securities One class of ordinary securities + + 6.2 An entity may have only one class of ordinary securities unless either of the following applies. • + ASX approves the terms of an additional class. • + + The additional class is of partly paid securities which, if fully paid, would be in the + + same class as the ordinary securities. Introduced 01/07/96 Origin Listing Rules 1A(1)(a), 3E(1), 3E(4) Note: CDIs issued over an entity’s ordinary securities are not an additional class of ordinary securities. An entity may have different classes of preference securities. Cross reference: rule 2.15 which says that a no liability company may have only one class of partly paid shares which are quoted. + See chapter 19 for defined terms 14 April 2014 Page 601 Chapter 6 Securities Preference securities Voting rights of preference shares 6.3 The holder of a preference share must be entitled to a right to vote in each of the following circumstances and in no others. 6.3.1 During a period during which a dividend (or part of a dividend) in respect of the share is in arrears. 6.3.2 On a proposal to reduce the entity’s share capital. 6.3.2A On a resolution to approve the terms of a buy-back agreement. 6.3.3 On a proposal that affects rights attached to the share. 6.3.4 On a proposal to wind up the entity. 6.3.5 On a proposal for the disposal of the whole of the entity’s property, business and undertaking. 6.3.6 During the winding up of the entity. However, this rule does not apply to preference shares of a listed entity issued (in accordance with the listing rules) before 1 July 1996. This rule also does not apply to preference shares of a listed entity issued (in accordance with the listing rules in force at 30 June 1996) between 1 + July and 31 December 1996. This exception ceases to operate if the terms of the securities change. Introduced 01/07/96 Origin: Listing Rules 3E(29)(a) and 3K(5) Amended 01/07/97 Cross reference: rules 6.8, 6.9, 6.10. Voting rights of preference securities that are not shares + 6.4 A preference security that is not a share must entitle the holder to rights to vote as set out in rule 6.3, with any necessary adaptation. Introduced 01/07/96 Example: A trust issuing preference units must comply with this rule. Cross reference: rules 6.8, 6.9, 6.10. + 6.4.1 This rule does not apply to securities of a registered managed investment scheme. Introduced 13/03/00 Note: Sections 253C and 253F of the Corporations Act deal with voting rights in registered managed investment schemes. Dividend or distribution rights + 6.5 The holder of a preference security must be entitled to a dividend (in the case of a trust, + distribution) at a commercial rate in preference to holders of ordinary securities. Introduced 01/07/96 Origin: Listing Rule 3E(29)(c) Note: The matters ASX may have regard to in deciding if this rule has been met include the rate of return relative to the return on the entity’s ordinary securities, and the return available in the money market generally. Cross reference: rule 6.11, dealing with the rights of partly paid securities to a proportional dividend. + See chapter 19 for defined terms 14 April 2014 Page 602 Chapter 6 Securities Return of capital + 6.6 The holder of a preference security must be entitled to return of capital (in the case of a trust, + funds) in preference to holders of ordinary securities when the company is wound up or the entity is ended. Introduced 01/07/96 Origin: Listing Rule 3E(29)(b) Additional rights of preference securities + 6.7 A holder of a preference security must be entitled to the same rights as a holder of an + ordinary security in relation to receiving notices, reports and audited accounts, and attending meetings. Introduced 01/07/96 Origin: Listing Rule 3J(17) Rules that apply to all equity securities Voting rights on a show of hands + 6.8 On a resolution to be decided on a show of hands, each holder of an ordinary security, and + each holder of a preference security who has a right to vote, must be entitled to one vote. Introduced 01/07/96 Origin: Listing Rules 2F(37)(a), 3K(2)(a) Note: An entity’s constitution may provide that a proxy is entitled to vote on a show of hands. However, an entity whose constitution does not allow a proxy to vote on a show of hands is not in breach of this rule. The entity must allow a proxy to vote on a poll. Cross reference: rule 6.10. + 6.8.1 This rule does not apply to securities of a registered managed investment scheme. Introduced 13/03/00 Note: Sections 253C and 253F of the Corporations Act deal with voting rights in registered managed investment schemes. Voting rights on a poll + 6.9 On a resolution to be decided on a poll, each holder of an ordinary security, and each holder + of a preference security who has a right to vote, must be entitled to one vote for each fully + + paid security and a fraction of a vote for each partly paid security. The fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited). In this rule, amounts paid in advance of a call are ignored when calculating the proportion. Introduced 01/07/96 Origin: Listing Rules 2F(37), 3K(2) Note: The exclusion of the amount credited as paid is relevant to shares, for example, issued by Australian companies before par value was abolished or by foreign companies with par value shares. Example: A company issues shares of 20 cents each, paid to 1 cent and with a further 18 cents credited, leaving 1 cent to pay. The voting entitlement of the share is one-half of a vote because the 18 cents that is credited is ignored when calculating the amounts paid and payable for this purpose. If the amount actually paid is 19 cents, the voting entitlement is 19/20 of a vote. A company issues shares of 20 cents each, at 25 cents each. They are paid to 1 cent with a further 18 cents credited, leaving 6 cents to pay. The voting entitlement of the share is one-seventh of a vote because the 18 cents that is credited is ignored when calculating the amounts paid and payable for this purpose. If the amount actually paid is 19 cents, the voting entitlement is 19/25 of a vote. Cross reference: rule 6.10. + 6.9.1 This rule does not apply to securities of a listed entity issued (in accordance with the listing rules) before the first general meeting of the entity that was held after 1 July + 1993. However, this exception ceases to operate if the terms of the securities change. Introduced 01/07/96 Origin: Listing Rule 3K(2A) + See chapter 19 for defined terms 14 April 2014 Page 603 Chapter 6 Securities + 6.9.2 This rule does not apply to securities of a registered managed investment scheme. Introduced 01/07/98 Note: Sections 253C and 253F of the Corporations Act deal with voting rights for registered managed investment schemes. Removing or changing voting rights and dividend (distribution) rights + 6.10 An entity must not remove or change a security holder’s right to vote, or receive dividends (in + the case of a trust, distributions), in respect of particular securities except in any of the following cases. Introduced 01/07/96 Origin: Listing Rule 3K(3) + 6.10.1 Calls due and payable on those securities have not been paid. Introduced 01/07/96 Origin: Listing Rule 3K(3) 6.10.2 In the case of the voting right, the instrument appointing a proxy in respect of those + securities has not been deposited in accordance with the entity’s constitution. Introduced 01/07/96 + + 6.10.3 In the case of the voting right, the person became the holder of those securities after the time determined under the Corporations Regulations as the “specified time” for + deciding who held securities for the purposes of the meeting. Introduced 01/07/96 Origin: Listing Rule 3K(3)(b) Amended 30/09/01, 11/03/02 Note: At 11 March 2002, Regulation 7.11.37(3) provides that the specified time must not be more than 48 hours before the meeting. Cross reference: ASX Settlement Operating Rule 5.6. 6.10.4 The right is removed or changed under Australian legislation, or under a provision in the entity’s constitution that must be included to comply with Australian legislation. Any provision must cease to operate once it is no longer necessary. Introduced 01/07/96 Origin: Listing Rule 3D(3C) 6.10.5 The right is removed or changed under a provision in the entity’s constitution that is permitted by the listing rules, or that ASX has approved as appropriate and equitable. Introduced 01/07/96 Origin: Listing Rules 3D(3C) and 3K(3)(a) Note: ASX requires provisions restricting the right to vote restricted securities in some circumstances. See chapters 9 and 15. ASX allows provisions in some cases for small holdings. See rules 15.13 and 15.13B. Example: ASX may approve provisions needed by an entity to get or maintain a licence, or approval for its business, from a government in Australia. ASX will have regard to the mechanism the entity adopts for divesting the securities. 6.10.6 The right is removed or changed under a court order. Introduced 01/07/96 Dividends (and distribution rights) and issues of bonus securities + 6.11 The holder of a partly paid security must not be entitled to a greater proportion of either: • a dividend (in the case of a trust, distribution); or • + an issue of bonus securities, than the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited). In this rule, amounts paid in advance of a call are ignored when calculating the proportion. This rule does not apply to the entitlement of a + holder of a partly paid security in a no liability company to a dividend. Introduced 01/07/96 Origin: Listing Rule 3J(12) Amended 01/07/97, 01/07/98 + See chapter 19 for defined terms 14 April 2014 Page 604 Chapter 6 Securities Note: Section 254W(4) says that dividends are payable to shareholders in a no liability company in proportion to the number of shares held by them, irrespective of the amount paid up, or credited as paid up, on the shares. However, if the shares are not ordinary shares, the constitution may provide otherwise. The prohibition on the issue of bonus securities covers bonus issues (defined in listing rule 19.12 by reference to a pro rata issue) and an issue of bonus securities which is not pro rata. Example: Prior to 1/7/98, an Australian company issues shares of 20 cents each, paid to 1 cent and with a further 18 cents credited, leaving 1 cent to pay. The dividend entitlement of the share is one-half of that for a fully paid share because the 18 cents that is credited is ignored in calculating the amounts paid and payable for this purpose. If the amount actually paid is 19 cents, the dividend entitlement is 19/20 of a fully paid share. Prior to 1/7/98, an Australian company issues shares of 20 cents each, at 25 cents each. They are paid to 1 cent with a further 18 cents credited, leaving 6 cents to pay. The dividend entitlement of the share is one-seventh of that of a fully paid share because the 18 cents that is credited is ignored when calculating the amounts paid and payable for this purpose. If the amount actually paid is 19 cents, the dividend entitlement is 19/25 of a fully paid share. A foreign company which has par value shares issues bonus shares by the application of its share premium account. The issue must be in the proportion set out in the rule. Cross reference: rule 7.27.2. + 6.11.1 This rule does not apply to shares issued under a pro rata issue before 1 July 1996 in accordance with the listing rules. Introduced 01/07/96 Divestment of equity securities + + 6.12 A security holder must not be divested of any equity security except in any of the following cases. Introduced 01/07/96 Origin: Listing Rule 3D(3C) Cross reference: SCH Business Rule 8.13. 6.12.1 The divestment is under Australian legislation, and the mechanism the entity adopts + for divesting the security is set out in the legislation, or is approved by ASX as appropriate and equitable. Any provision in the entity’s constitution must cease to operate once it is no longer necessary. Introduced 01/07/96 Origin: Listing Rule 3D(3C) Example: Section 1343 of the Corporations Act provides for the transfer of securities to the ASIC if the holder has been uncontactable for 6 years. 6.12.2 The divestment is under a provision in the entity’s constitution that must be included to comply with Australian legislation. Any provision must cease to operate once it is no longer necessary. Introduced 01/07/96 Origin: Listing Rule 3D(3C) 6.12.3 The divestment is under a provision in the entity’s constitution that is permitted by the listing rules, or that ASX has approved as appropriate and equitable. Introduced 01/07/96 Origin: Listing Rule 3D(3C) Example: ASX may approve provisions needed by an entity to get or maintain an Australian licence or approval for its business. ASX will have regard to the mechanism the entity adopts for divesting the securities. Cross reference: rule 15.13. 6.12.4 The divestment is under a court order. Introduced 01/07/96 6.12.5 The divestment is under a lien permitted by the listing rules. Introduced 01/07/96 Cross reference: rule 6.13. + See chapter 19 for defined terms 14 April 2014 Page 605 Chapter 6 Securities Right to a lien on equity securities + 6.13 An entity must not have a lien over particular securities, or over dividends (in the case of a trust, distributions) it pays on them, except in any of the following cases. + 6.13.1 An unpaid call or instalment is due but unpaid on those securities. + + + 6.13.2 If the securities were acquired under an employee incentive scheme, an amount is + owed to the entity for acquiring them. 6.13.3 An amount that the entity is required by law to pay (and has paid) in respect of the + securities of a holder or deceased former holder. In each case, the lien extends to reasonable interest and expenses incurred because the amount is not paid. Introduced 01/07/96 Origin: Listing Rule 3J(11) Rights and obligations that apply only to options General rules 6.14 Introduced 01/07/96 Origin: Listing Rule 3G(1)(b) Deleted 01/07/00 6.15 All quoted options issued by an entity with the same expiry date must have the same terms. All quoted options with no expiry date must have the same terms. Introduced 01/07/96 Origin: Listing Rule 3G(1)(e) Amended 01/07/98 6.16 An option’s terms must allow the rights of an option holder to be changed to comply with the listing rules applying to a reorganisation of capital (in the case of a trust, interests) at the time of the reorganisation. Introduced 01/07/96 Origin: Listing Rules 3G(1)(d), 3N(4)(f) Amended 01/07/98 Note: Just incorporating the provisions for reorganising options in listing rule 7.22 will not satisfy this rule, as listing rule 7.22 may change between issue of the options and the reorganisation. One acceptable approach is to include an option term that says that the rights of an option holder will be changed to the extent necessary to comply with the listing rules applying to a reorganisation of capital at the time of the reorganisation. Cross reference: rule 7.22. 6.17 Introduced 01/07/96 Origin: Listing Rule 3G(2)(b)(i) Deleted 01/07/98 Refer rule 6.23 6.18 An option must not be exercisable over a percentage of the entity’s capital. Introduced 01/07/96 Origin: Listing Rule 3G(1)(f) Participation in new issues of underlying securities 6.19 An option’s terms must contain a statement of the rights the option holder has to participate in new issues without exercising the option, or a statement that the option holder cannot participate in new issues without exercising the option. Introduced 01/07/96 Origin: Listing Rules 3G(1)(c)(i) and (ii) Amended 01/07/97 Note: This rule does not prevent an option holder from exercising an option and participating in a new issue if the option is exercisable at the time of the new issue. Cross reference: Appendix 7A, paragraphs 2, 3 and 4. 6.20 An option must not confer the right to participate in a new issue without exercising the option except in either of the following cases. 6.20.1 Introduced 01/07/96 Origin: Listing Rules 3G(1)(c)(i)b and (ii)a Deleted 01/07/97 Refer Appendix 7A + See chapter 19 for defined terms 14 April 2014 Page 606 Chapter 6 Securities + + 6.20.2 If the option was issued under a pro rata issue to the holders of ordinary securities, + the option holder can participate in a new issue to the holders of the underlying securities. Introduced 01/07/96 Origin: Listing Rule 3G(1)(c)(i)a Amended 01/07/97 + 6.20.3 If the option was issued with the approval of holders of ordinary securities, and is not + in a class of quoted options, the option holder can participate in a new issue to the + holders of the underlying securities at the same time and price as the holders of the + underlying securities in accordance with the terms of the option. The notice of meeting must have contained a report by an independent expert on the + effect of the proposed right of participation, and a voting exclusion statement. Introduced 01/07/96 Amended 01/07/98 Change of option’s exercise price or the number of underlying securities 6.21 An option must not confer the right to a change in exercise price, or a change to the number of + underlying securities over which it can be exercised: (a) if the option confers a right to participate in new issues without exercising the option, and (b) unless the right is permitted under rule 6.22. An option’s terms must contain a statement of any rights the option holder has to a change in + the exercise price of the option, or a change to the number of underlying securities over which the option can be exercised. Introduced 01/07/96 Origin: Listing Rules 3G(1)(c)(iii), 3G(2)(b)(ii) Amended 01/07/97 Note: If there are no rights to change, this rule requires that fact to be stated in the terms of the option. 6.22 An option may confer the right to a change in its exercise price, or a change to the number of + underlying securities over which it can be exercised, in any of the following cases. Introduced 01/07/96 Origin: Listing Rule 3G(1)(c)(iii) Amended 01/07/97 6.22.1 Introduced 01/07/96 Origin: Appendix 29 Deleted 01/07/97 Refer rule 6.22.2A + + + 6.22.2 If there is a pro rata issue (except a bonus issue) to the holders of the underlying securities, the exercise price of an option may be reduced according to the following formula. O’ = O – E [P - (S + D)] N+1 O’ = the new exercise price of the option. O= the old exercise price of the option. + E= the number of underlying securities into which one option is exercisable. Note: E is one unless the number has changed because of a bonus issue. + + + P= the volume weighted average market price per security of the underlying securities, calculated over the 5 trading days ending on the day before the ex rights date or ex entitlements date. + + S= the subscription price for a security under the pro rata issue. D= the dividend (in the case of a trust, Distribution) due but not yet paid on the + + existing underlying securities (except those to be issued under the pro rata issue). + See chapter 19 for defined terms 1 July 2014 Page 607 Chapter 6 Securities + N= the number of securities with rights or entitlements that must be held to + receive a right to one new security. Introduced 01/07/96 Origin: Appendix 29 Amended 01/07/97, 01/07/98, 01/07/14 Example: The capital of a company comprises ordinary shares and options over unissued ordinary shares exercisable at $1.00 each. The company announces a 4:7 pro rata issue. There is no dividend payable. The issue price for the shares under the rights issue is $2.00. The volume weighted average price that ordinary shares trade at over the 5 trading days ending on the day before the ex rights date or ex entitlement date is $3.00 after the announcement. To receive one right a shareholder must hold 1.75 ordinary shares (7 ÷ 4 = 1.75, which is N). The amount by which the exercise price of an option is to be reduced is calculated as follows: O’ = O – E [P - (S + D)] N+1 = 1 – 1 [3.00 - (2.00 + 0)] 1.75 + 1 = 63.6364 cents The new exercise price of the option is 63.6364 cents and the option holder has gained the benefit of any bonus element in the pro rata issue. This benefit is the same as that conferred on shareholders. There is no change in the number of shares to which the option holder is entitled. At the time when the option is exercised, it may be necessary to round up or round down any fraction of a cent remaining after aggregating the exercise price of each of the options exercised by the holder. 6.22.2A As an alternative to using the formula in rule 6.22.2, if the option was issued with the + + + approval of holders of ordinary securities, and is not in a class of quoted options, + + the exercise price or number of underlying securities may change if there is a pro + + rata issue (except a bonus issue) to the holders of the underlying securities in accordance with the formula contained in the terms of the option. The notice of meeting must have contained a report by an independent expert on the effect of the + proposed change, and a voting exclusion statement. Introduced 01/07/97 Origin: Listing Rule 6.22.1 + + 6.22.3 If there is a bonus issue to the holders of the underlying securities, the number of + securities over which the option is exercisable may be increased by the number of + securities which the holder of the option would have received if the option had been + + exercised before the record date for the bonus issue. Introduced 01/07/96 Origin: Appendix 29 Example: The capital of a company comprises ordinary shares and options over unissued ordinary shares exercisable at $1.00 each. The entity makes a 1:1 bonus issue. An option holder with 1000 options with a total exercise price of $1000 will have an entitlement to 2000 securities for a total exercise price of $1000. Each option is exercisable for $1.00 and entitles the holder to 2 shares. The exercise price per option stays the same (ie $1.00). If the entity has a further 1:1 bonus issue, the option holder would become entitled to 4000 securities for a total exercise price of $1000. Each option is exercisable for $1.00 and entitles the holder to 4 shares. The exercise price per option stays the same (ie $1.00). Cross reference: rules 3.10.3, 3.11.2. 6.22.4 Introduced 01/07/96 Origin: Listing Rule 3G(1)(c)(iii) Deleted 14/04/14 6.22.5 This rule does not apply to options issued pro rata on the same terms as options already on issue. Introduced 01/07/96 Origin: Listing Rule 3G(1A) Other changes in terms of options 6.23 The following rules apply to changes affecting options. 6.23.1 A change which has the effect of cancelling an option for no consideration can be + made without obtaining the approval of holders of ordinary securities. + See chapter 19 for defined terms 1 July 2014 Page 608 Chapter 6 Securities 6.23.2 A change which has the effect of cancelling an option for consideration can only be + made if holders of ordinary securities approve the change. The notice of meeting + must include a voting exclusion statement. Note: A change which has the effect of cancelling an option in consideration of the issue of a new option may also be a change which is prohibited by rule 6.23.3 where it has the effect of reducing the exercise price, increasing the period for exercise or increasing the number of securities received on exercise. 6.23.3 A change which has the effect of reducing the exercise price, increasing the period for + exercise or increasing the number of securities received on exercise cannot be made. Example: Entity A has on issue options exercisable at 20 cents each between 30 June 2005 and 30 June 2008. The following transactions would be prohibited by the rule. • The payment of 10 cents to the holder for each option exercised, because it would have the effect of reducing the exercise price. • The offer of one additional option for each option exercised, because it would increase the number of securities that would otherwise be received. • A change to the first date for exercise to 30 June 2003, because it would increase the period for exercise. • A proposal to cancel the options and to replace them with options exercisable at 15 cents each on or before 30 June 2010, because it would be an effective reduction in the exercise price and an increase in the period for exercise. 6.23.4 A change which is not prohibited under rule 6.23.3 can only be made if holders of + + ordinary securities approve the change. The notice of meeting must include a voting exclusion statement. 6.23.5 Separate transactions will be aggregated if, in ASX’s opinion, they form part of the same commercial transaction, in determining whether the following applies. (a) A change has the effect of cancelling an option for consideration. (b) A change has the effect of reducing the exercise price, increasing the period + for exercise or increasing the number of securities received on exercise. Introduced 01/07/96 Origin: Listing Rule 3G(2)(c) Amended 01/07/98, 30/09/01 6.23A Rule 6.23 does not apply to a change which is made to comply with the listing rules. Such a change can be made without obtaining the approval of holders of ordinary securities. Introduced 30/09/01 Note: Before making a change affecting options, an entity can seek the written opinion of ASX on whether rule 6.23 applies to the change. The entity must give ASX complete details of the change. ASX will only be bound by its written opinion if the details given to it remain materially unchanged at the time of the change. Compliance with timetables 6.24 An entity must comply with Appendix 6A. Introduced 01/07/96 End of Section. Next page is no. 701. + See chapter 19 for defined terms 14 April 2014 Page 609 Chapter 7 Changes in capital and new issues Chapter 7 Changes in capital and new issues Table of Contents The main headings in this chapter Rules New issues 7.1 – 7.9 Rules that apply to all +pro rata issues 7.11 Rules that apply to all entitlements issues 7.12 – 7.15 Rules that apply to issues of options 7.16 Rules that apply to any issue in a different entity 7.17 Reorganisations of capital 7.18 – 7.26 On-market buy-backs 7.29 – 7.33 Buy-backs not under the Corporations Act 7.36 Forfeited shares 7.39 Compliance with timetables 7.40 Explanatory note This chapter deals principally with entities changing their capital, either by issuing +securities or reorganising existing capital (including reconstructions and buy-backs). Because of the complexity that often surrounds issues and reorganisations, entities are encouraged to discuss proposals with ASX before finalising them. This chapter also contains rules that apply to an issue of +securities in a different entity. Timetables relating to changes in capital are in Appendix 7A. New issues Issues exceeding 15% of capital 7.1 Subject to rules 7.1A and 7.1B, without the approval of the holders of its +ordinary securities, an +entity must not issue or agree to issue more +equity securities than the number calculated according to the following formula. (A x B) – C where: A= the number of fully paid +ordinary securities on issue at the commencement of the relevant period, + See chapter 19 for defined terms 1 December 2019 Page 701 Chapter 7 Changes in capital and new issues • plus the number of fully paid +ordinary securities issued in the relevant period under an exception in rule 7.2 other than exception 9, 16 or 17, • plus the number of fully paid +ordinary securities issued in the relevant period on the +conversion of +convertible securities within rule 7.2 exception 9 where: • the +convertible securities were issued or agreed to be issued before the commencement of the relevant period; or • the issue of, or agreement to issue, the +convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4, • plus the number of fully paid +ordinary securities issued in the relevant period under an agreement to issue +securities within rule 7.2 exception 16 where: • the agreement was entered into before the commencement of the relevant period; or • the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4, • plus the number of any other fully paid +ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4, Note: This may include fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 17 where the issue is subsequently approved under rule 7.1. • plus the number of partly paid +ordinary securities that became fully paid in the relevant period, • less the number of fully paid +ordinary securities cancelled in the relevant period; B= 15%; C= the number of +equity securities issued or agreed to be issued in the relevant period that are not issued: • with the approval of the holders of its +ordinary securities under rule 7.1 or rule 7.4; • under rule 7.1A.2; or • under an exception in rule 7.2; and “relevant period” means: • if the entity has been admitted to the official list for 12 months or more, the 12 month period immediately preceding the date of the issue or agreement; or • if the entity has been admitted to the official list for less than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement. Introduced 01/07/96 Origin: Listing Rules 3E(6)(a)(i), 3E(6)(b), 3E(6)(c)(i) Amended 01/07/97, 01/07/98, 01/08/12, 04/03/13, 01/12/19 Note: Where security holders approve an issue of or agreement to issue securities under rule 7.1, the securities must be issued within the applicable 3 or 6 month period referred to in rule 7.3.4 or else the approval will lapse. If the approval lapses, the securities can no longer be counted in variable A above as securities issued with an approval under rule 7.1 and must instead be counted in variable C above. Securities issued without security holder approval with the benefit of a waiver from rule 7.1 are usually treated as being issued with security holder approval under rule 7.1 unless the terms of the waiver provide otherwise. Where an eligible entity obtains security holder approval to increase its issuance capacity under rule 7.1A, any ordinary securities issued under that additional issuance capacity will not be counted in variable “A” in the formula in rule 7.1 until their issue has been approved subsequently under rule 7.4, or 12 months has passed since their issue. + See chapter 19 for defined terms 1 December 2019 Page 702 Chapter 7 Changes in capital and new issues Additional issuance capacity for eligible entities 7.1A Subject to rule 7.1B, an +eligible entity may seek the approval of the holders of its +ordinary securities by special resolution passed at an annual general meeting to have the additional capacity to issue +equity securities under this rule 7.1A. Introduced 01/08/12 7.1A.1 An approval under this rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following. (a) The date that is 12 months after the date of the annual general meeting at which the approval is obtained. (b) The time and date of the entity’s next annual general meeting. (c) The time and date of the approval by holders of the +eligible entity’s +ordinary securities of a transaction under rule 11.1.2 or rule 11.2. Introduced 01/08/12 Amended 01/12/19 7.1A.2 In addition to issues under rule 7.1, an +eligible entity which has obtained the approval of the holders of its +ordinary securities under this rule 7.1A may, during the period of the approval, issue or agree to issue a number of +equity securities calculated in accordance with the following formula: (A x D) – E where: A= has the same meaning as in rule 7.1; D= 10%; E= the number of +equity securities issued or agreed to be issued under rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its +ordinary securities under rule 7.4; and “relevant period” has the same meaning as in rule 7.1. Introduced 01/08/12 Amended 04/03/13, 01/12/19 Note: Securities issued with security holder approval under rule 7.1 are not considered to have been issued or agreed to be issued under rule 7.1A. Securities issued without security holder approval with the benefit of a waiver from listing rule 7.1 are treated as being issued with security holder approval under rule 7.1 unless the terms of the waiver provide otherwise. Where an eligible entity obtains security holder approval to increase its issuance capacity under rule 7.1A: • any ordinary securities issued under that additional issuance capacity are not counted in variable “A” in the formula in rule 7.1 until their issue has been approved subsequently under rule 7.4, or 12 months has passed since their issue; and • any securities issued under that additional issuance capacity are counted in variable “E” until their issue has been approved subsequently under rule 7.4 or 12 months has passed since their issue. 7.1A.3 Any +equity securities issued under rule 7.1A.2 must be in an existing quoted +class of the +eligible entity’s +equity securities and issued for a cash consideration per +security which is not less than 75% of the +volume weighted average market price for +securities in that +class, calculated over the 15 +trading days on which trades in that +class were recorded immediately before: (a) the date on which the price at which the +securities are to be issued is agreed by the entity and the recipient of the +securities; or (b) if the +securities are not issued within 10 +trading days of the date in paragraph (a), the date on which the +securities are issued. + See chapter 19 for defined terms 1 December 2019 Page 703 Chapter 7 Changes in capital and new issues Introduced 01/08/12 Amended 04/03/13, 01/07/14, 01/12/19 7.1A.4 When an entity issues any +equity securities under rule 7.1A, the entity must: (a) state in its announcement of the proposed issue under rule 3.10.3 or in its application for quotation of the +securities under rule 2.7 that the +securities are being issued under rule 7.1A; and (b) give to ASX immediately after the issue a list of names of the persons to whom the entity issued the +equity securities and the number of +equity securities issued to each. This list is not for release to the market. Introduced 01/08/12 Amended 04/03/13, 01/12/19 Rules applicable to placements under Rules 7.1 and 7.1A 7.1B The following rules apply for the purposes of rules 7.1 and 7.1A. Introduced 01/08/12 7.1B.1 In working out: (a) the number of +equity securities that an entity may issue or agree to issue under rule 7.1 (including the amount “C” referred to in that rule) or that an +eligible entity may issue or agree to issue under rule 7.1A.2 (including the amount “E” referred to in that rule); or (b) whether a transaction is a +reverse takeover for the purposes of these rules by reference to the number of +equity securities that are issued or to be issued by the entity under or to fund the +reverse takeover, unless ASX determines otherwise, apply the following rules: (c) if the +equity securities are fully paid +ordinary securities, each +security is counted as one; (d) if the +equity securities are partly paid +securities, each +security is counted as the maximum number of fully paid +ordinary securities into which it can be paid up; (e) if the +equity securities are +convertible securities, each +security is counted as the maximum number of fully paid +ordinary securities into which it can be converted; and (f) in any other case, each +security is counted as ASX decides. Introduced 01/08/12 Amended 04/03/13, 01/12/17, 1/12/19 Note: Guidance Note 21 The Restrictions on Issuing Equity Securities in Chapter 7 of the Listing Rules has guidance on how this rule is applied by ASX. 7.1B.2 [Deleted] Introduced 01/08/12 Deleted 01/12/19 7.1B.3 In working out if there is an issue of +equity securities, the sale or reissue of forfeited +equity securities is treated as an issue of +equity securities. Introduced 01/08/12 7.1B.4 An issue is taken to be made under rule 7.1 rather than under rule 7.1A.2 unless rule 7.1B.5 applies. Introduced 1/12/19 7.1B.5 An issue is taken to be made under rule 7.1A.2 rather than under rule 7.1 if: (a) the issue complies with all of the requirements in rule 7.1A; and (b) either: + See chapter 19 for defined terms 1 December 2019 Page 704 Chapter 7 Changes in capital and new issues (i) the entity has stated in its announcement of the proposed issue under rule 3.10.3 or in its application for quotation of the securities under rule 2.7 that the issue is being, or has been, made under rule 7.1A.2; or (ii) ASX determines that the issue should be taken to have been made under rule 7.1A.2; and (c) ASX has not determined that the issue should be taken to have been made under rule 7.1. Introduced 01/12/19 Exceptions to rule 7.1 and rule 7.1A 7.2 Rule 7.1 and rule 7.1A do not apply in any of the following cases. Amended 01/08/12 Exception 1 An issue of +securities to holders of +ordinary securities made under a +pro rata issue and to holders of other +equity securities to the extent that the terms of issue of the +equity securities permit participation in the +pro rata issue. Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(ii) Amended 01/07/97, 01/12/19 Note: An issue is not precluded from being a pro rata issue for purposes of the listing rules because security holders with addresses outside Australia and New Zealand are excluded from the issue under rule 7.7.1 or because security holders are allowed to subscribe for a greater number of securities than their entitlement under rule 7.11.4 (see the definition of “pro rata issue” in rule 19.12). Cross reference: rules 6.19 and 6.20. Exception 2 An issue of +securities under an agreement to +underwrite the shortfall on: • a +pro rata issue to holders of +ordinary securities; or • a +pro rata issue to holders of +ordinary securities and to holders of other +equity securities to the extent that the terms of issue of the +equity securities permit participation in the +pro rata issue. The entity must: • have disclosed: • the name of the +underwriter(s), • the extent of the +underwriting; • the fee, commission or other consideration payable to the + underwriter(s); and • a summary of the significant events that could lead to the + underwriting being terminated; in the Appendix 3B lodged under rule 3.10.3 in relation to the +pro rata issue or, if the +underwriting was entered into after the Appendix 3B was lodged, by market announcement as soon as practicable following the entry of the +underwriting agreement; and • make the issue not later than 15 +business days after the close of the offer. Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(ii) Amended 01/07/97, 14/04/14, 01/12/19 Note: Exception 2 only applies to an issue of securities to make up the shortfall from a pro rata issue. It does not apply to any other issue of securities under an underwriting agreement (for example, in payment of an underwriting fee or other amount due under an underwriting agreement). + See chapter 19 for defined terms 1 December 2019 Page 705 Chapter 7 Changes in capital and new issues The obligation to disclose details of the underwriting does not extend to sub-underwriting arrangements (see the definition of “underwrite” in rule 19.12). The reference to the “extent of the underwriting” means the amount or proportion of the issue that is underwritten. The reference to the “fee, commission or other consideration payable” includes any applicable discount the underwriter receives to the issue price payable by participants in the issue. Exception 3 An issue of +securities to make up the shortfall on: • a +pro rata issue to holders of +ordinary securities; or • a +pro rata issue to holders of +ordinary securities and to holders of other +equity securities to the extent that the terms of issue of the +equity securities permit participation in the +pro rata issue. The directors of the entity (or, in the case of a trust, the +responsible entity of the trust) must have stated as part of the offer that they reserve the right to issue the shortfall and what their allocation policy will be in relation to the shortfall. The entity must make the issue to make up the shortfall not later than 3 months after the close of the offer and the issue price must not be less than the price at which the +securities were offered under the +pro rata issue. Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(vi) Amended 01/07/98, 24/10/05, 14/04/14, 01/12/19 Exception 4 An issue of +securities under: • a +dividend or distribution plan; or • an agreement to +underwrite the shortfall on a +dividend or distribution plan where: • details of the +underwriting agreement were disclosed prior to the date for payment of the +dividend or distribution in accordance with rule 3.10.9; and • the entity makes the issue within 15 +business days after the date for payment of the +dividend or distribution. Exception 4 is only available where the +dividend or distribution plan does not impose a limit on participation. Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(vii)a & b Amended 01/07/98, 11/03/02, 31/03/04, 01/12/19 Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: • The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement. • The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities. Exception 5 An issue of +securities under a +security purchase plan that satisfies the conditions in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 or that would otherwise satisfy those conditions but for the fact that the entity’s securities have been suspended from trading on ASX for more than a total of 5 days during the 12 months before the day on which the offer is made under the plan or, if the securities have been quoted on ASX for less than 12 months, during the period of quotation. Exception 5 is only available once in any 12 month period and if: + See chapter 19 for defined terms 1 December 2019 Page 706 Chapter 7 Changes in capital and new issues • the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue; and • the issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made. Exception 5 does not apply to an issue of +securities under an agreement to +underwrite the shortfall on a +security purchase plan. Introduced 31/03/04 Amended 01/06/10, 01/07/14, 01/12/19 Note: ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 provides relief from the prospectus and PDS provisions of the Corporations Act for qualifying share and interest purchase plans. Where the conditions in that class order are not satisfied, the entity will generally need to prepare a disclosure document or PDS for an offer of securities under a security purchase plan. Exception 6 An issue of +securities under a takeover bid or under a merger by way of scheme of arrangement under Part 5.1 of the Corporations Act. Exception 6 is not available if the issue is being made under a +reverse takeover. Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(iv) Amended 01/07/97, 13/03/00, 30/09/01, 01/12/17, 01/12/19 Note: “Takeover bid” has the same meaning as in section 9 of the Corporations Act. The reference to a “merger” by way of scheme of arrangement under Part 5.1 of the Corporations Act covers any form of business combination effected via such a scheme. Exception 7 An issue of +securities to fund the cash consideration payable under a takeover bid or under a merger by way of scheme of arrangement under Part 5.1 of the Corporations Act where the terms of the issue are disclosed in the takeover or scheme documents. Exception 7 is not available if the issue is being made to fund a +reverse takeover. Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(v) Amended 01/07/97, 01/09/99, 13/03/00, 30/09/01, 01/12/17, 01/12/19 Note: “Takeover bid” has the same meaning as in section 9 of the Corporations Act. The reference to a “merger” by way of scheme of arrangement under Part 5.1 of the Corporations Act covers any form of business combination effected via such a scheme. Exception 8 An issue of +securities that is approved for the purposes of Item 7 of section 611 of the Corporations Act. Introduced 31/03/04 Amended 01/12/19 Cross reference: rule 4.10.22 Exception 9 An issue of +securities as a result of the +conversion of +convertible securities. The entity must have issued the +convertible securities: (a) before it was listed and disclosed the existence and material terms of the +convertible securities in the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3; or (b) after it was listed and complied with the listing rules when it did so. In the case of (a) above, the issue is taken to have been approved under rule 7.1. Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(iii) Amended 01/07/98, 01/12/19 Note: An option is a convertible security for the purposes of the Listing Rules. Exception 10 An issue of +securities under an agreement to +underwrite the shortfall on an exercise of options. Exception 10 is only available if: + See chapter 19 for defined terms 1 December 2019 Page 707 Chapter 7 Changes in capital and new issues (a) the entity issued the options: (i) before it was listed and disclosed the existence and material terms of the options in the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3; or (ii) after it was listed and complied with the listing rules when it did so; (b) details of the +underwriting agreement are disclosed prior to the expiry of the options in accordance with rule 3.11.3; and (c) the +underlying securities are issued within 15 +business days after expiry of the options. Introduced 01/07/96 Amended 01/12/19 Exception 11 An issue of preference shares which do not have any rights of +conversion into another +class of +equity security. The preference shares must comply with chapter 6. Introduced 01/07/96 Origin: Listing Rule 3E(6)(f) Amended 01/12/19 Exception 12 The reissue or sale of forfeited shares within 6 weeks after the day on which the call was due and payable. Introduced 01/07/96 Origin: Listing Rule 3E(6)(h) Amended 01/12/19 Exception 13 An issue of +securities under an +employee incentive scheme if within 3 years before the +issue date: (a) in the case of a scheme established before the entity was listed — a summary of the +terms of the scheme and the maximum number of +equity securities proposed to be issued under the scheme were set out in the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3; or (b) the holders of the entity’s +ordinary securities have approved the issue of + equity securities under the scheme as an exception to this rule. The notice of meeting must have included: • a summary of the +terms of the scheme. • the number of +securities issued under the scheme since the entity was listed or the date of the last approval under this rule; • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and • a +voting exclusion statement. Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s +prospectus, +PDS or +information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above). Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s +prospectus, +PDS or +information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above). Introduced 01/07/96 Origin: Listing Rule 7.2 Exception 8(a) & (b); Listing Rule 3E(6)(c)(viii)b Amended 01/07/00, 11/03/02, 31/04/04, 04/03/13, 19/12/16, 01/12/19 Exception 14 An issue of +securities made with the approval of the holders of the entity’s +ordinary securities under rule 10.11 or 10.14. Introduced 01/07/00 Amended 01/07/14, 01/12/19 Cross reference: rules 10.13 and 10.15. + See chapter 19 for defined terms 1 December 2019 Page 708 Chapter 7 Changes in capital and new issues Exception 15 A grant of options or other rights to acquire +equity securities under an +employee incentive scheme, where the +equity securities to be acquired on the exercise of the options or in satisfaction of the rights are required by the +terms of the scheme to be purchased on-market (as referred to in rule 10.16(b)). Introduced 01/12/19 Cross reference: Rule 4.10.22 Note: Exception 15 does not apply to on-market purchases of equity securities of the type referred to in rule 10.16(a). Such purchases do not involve an issue of equity securities. They therefore are not caught by rule 7.1 and no exception to that rule is needed in relation to them. Exception 16 An issue of +securities under an agreement to issue +securities. The entity must have entered into the agreement: (a) before it was listed and disclosed the existence and material terms of the agreement in the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3; or (b) after it was listed and complied with the listing rules when it did so. In the case of (a) above, the issue is taken to have been approved under rule 7.1. Introduced 01/09/99 Amended 01/12/19 Exception 17 An agreement to issue +equity securities that is conditional on the holders of the entity’s +ordinary securities approving the issue under rule 7.1 before the issue is made. If an entity relies on this exception it must not issue the +equity securities without such approval. Introduced 01/12/19 Notice requirements for approval under rule 7.1 7.3 For the holders of +ordinary securities to approve an issue or agreement to issue under rule 7.1, the notice of meeting must include each of the following. Amended 01/08/12 7.3.1 The names of the persons to whom the entity will issue the +securities or the basis upon which those persons were or will be identified or selected. Note: In the case of an issue under a reverse takeover, it is sufficient to describe the class or classes of security holders in the reverse takeover target who will be issued securities in the entity. 7.3.2 The number and class of +securities the entity will issue. Note: Where the number of securities to be issued is not fixed, this may be expressed as a maximum number or as a formula. 7.3.3 If the +securities are not fully paid +ordinary securities, a summary of the material terms of the +securities. 7.3.4 The date or dates on or by which the entity will issue the +securities. This must be: • if the +securities are being issued under, or to fund, a +reverse takeover, no later than 6 months after the date of the meeting; • if court approval of a reorganisation of capital (in the case of a trust, interests) is required before the issue, no later than 3 months after the date of the court approval; or • otherwise, no later than 3 months after the date of the meeting. Note: If the issue requires approval under chapter 10, the time limit under that chapter for issue of the securities must be complied with. + See chapter 19 for defined terms 1 December 2019 Page 709 Chapter 7 Changes in capital and new issues 7.3.5 The price or other consideration the entity will receive for the +securities; Note: Where the price at which the securities will be issued is not fixed, this may be expressed as a minimum amount or as a formula. 7.3.6 The purpose of the issue, including the intended use of any funds raised by the issue. 7.3.7 If the +securities are being issued under an agreement, a summary of any other material terms of the agreement. 7.3.8 If the +securities are being issued under, or to fund, a +reverse takeover, information about the +reverse takeover. 7.3.9 A +voting exclusion statement. Introduced 01/07/96 Origin: Listing Rule 3E(6)(e)(viii) Amended 01/07/97, 13/03/00, 30/09/01, 11/03/02, 31/03/04, 01/08/12, 04/03/13, 01/07/14, 01/12/17, 01/12/19. Notice requirements for approval under rule 7.1A 7.3A For the holders of +ordinary securities of an +eligible entity to approve the +eligible entity having the additional capacity to issue +equity securities under rule 7.1A, the notice of meeting must include each of the following. 7.3A.1 A statement of the period for which the approval will be valid (as set out in rule 7.1A.1). 7.3A.2 A statement of the minimum price at which the +equity securities may be issued under rule 7.1A.2 (as set out in rule 7.1A.3). Note: Securities can only be issued under rule 7.1A for a cash consideration. 7.3A.3 A statement of the purposes for which the funds raised by an issue of +equity securities under rule 7.1A.2 may be used. Note: Securities can only be issued under rule 7.1A for a cash consideration. 7.3A.4 A statement of the risk of economic and voting dilution to existing ordinary security holders that may result from an issue of +equity securities under rule 7.1A.2, including the risk that: • the market price for +equity securities in that +class may be significantly lower on the +issue date than on the date of the approval under rule 7.1A; and • the +equity securities may be issued at a price that is at a discount to the market price for those +equity securities on the +issue date. This statement must be accompanied by a table describing the potential dilution of existing ordinary security holders on the basis of at least three different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2, including at least one example that assumes that “A” is double the number of fully paid +ordinary securities on issue at the time of the approval under rule 7.1A and that the price of fully paid +ordinary securities has fallen by at least 50%. 7.3A.5 Details of the +eligible entity’s allocation policy for issues under rule 7.1A.2. 7.3A.6 If the +eligible entity has issued or agreed to issue any +equity securities under rule 7.1A.2 in the 12 months preceding the date of the meeting: (a) the total number of +equity securities issued or agreed to be issued under rule 7.1A.2 in that 12 month period and the percentage they represent of the total number of +equity securities on issue at the commencement of that 12 month period; (b) for each such issue: + See chapter 19 for defined terms 1 December 2019 Page 710 Chapter 7 Changes in capital and new issues • the names of the persons to whom the entity issued or agreed to issue the +securities or the basis on which those persons were identified or selected; • the number and class of +equity securities issued or agreed to be issued; • the price at which the +equity securities were issued or agreed to be issued and the discount (if any) that the issue price represented to +closing market price on the date of the issue or agreement; and • the total cash consideration received or to be received by the entity, the amount of that cash that has been spent, what it was spent on, and what is the intended use for the remaining amount of that cash (if any), and, if the +eligible entity has agreed before that 12 month period to issue any +equity securities under rule 7.1A.2 but as at the date of the meeting not yet issued those +equity securities, a statement giving all material details of that agreement and an explanation why the +equity securities have not yet been issued. 7.3A.7 If at the time of dispatching the notice the entity is proposing to make an issue of equity securities under rule 7.1A.2, a +voting exclusion statement. Introduced 01/08/12 Amended 04/03/13, 01/07/14, 01/12/19 Subsequent approval of an issue of securities 7.4 An issue of, or agreement to issue, +securities made without approval under rule 7.1 is treated as having been made with approval for the purpose of rule 7.1 if each of the following apply. 7.4.1 The issue or agreement did not breach rule 7.1. 7.4.2 The holders of the entity’s +ordinary securities subsequently approve it. Introduced 01/07/96 Origin: Listing Rule 3E(6)(d) Note: Where security holders approve an agreement to issue securities under rule 7.4, the securities must be issued within 3 months of that approval or else the approval will lapse (see rule 7.5.4). If the approval lapses, the securities can no longer be counted as securities issued with an approval under rule 7.4 in variable A in the formula in rule 7.1 above and must instead be counted in variable C in that formula. Likewise, they can no longer be counted as securities issued with an approval under rule 7.4 in variable A in the formula in rule 7.1A.2 above and must instead be counted in variable E in that formula. An issue made in accordance with rule 7.1A can be approved subsequently under rule 7.4 and, if it is, the issue will then be excluded from variable E in rule 7.1A.2. Such issues do not breach rule 7.1 and therefore satisfy the requirement in rule 7.4.1 above. 7.5 For the holders to approve the issue or agreement subsequently under rule 7.4, the notice of meeting must include each of the following. 7.5.1 The names of the persons to whom the entity issued or agreed to issue the +securities or the basis on which those persons were identified or selected. 7.5.2 The number and class of +securities the entity issued or agreed to issue. Note: Where the securities have not yet been issued and the number of securities to be issued is not fixed, this may be expressed as a maximum number or as a formula. 7.5.3 If the +securities are not fully paid +ordinary securities, a summary of the material terms of the +securities. 7.5.4 The date or dates on which the +securities were or will be issued. If the securities have not yet been issued, the date of issue must be no later than 3 months after the date of the meeting. 7.5.5 The price or other consideration the entity has received or will receive for the issue. + See chapter 19 for defined terms 1 December 2019 Page 711 Chapter 7 Changes in capital and new issues Note: Where the securities have not yet been issued and the price at which the securities will be issued is not fixed, this may be expressed as a minimum amount or as a formula. 7.5.6 The purpose of the issue, including the use or intended use of any funds raised by the issue. 7.5.7 If the +securities were or will be issued under an agreement, a summary of any other material terms of the agreement. 7.5.8 A +voting exclusion statement. Introduced 01/07/96 Origin: Listing Rule 3E(6)(d) Amended 04/03/13, 01/12/19 No issue without approval before a meeting to appoint or remove directors or responsible entity 7.6 An entity must not issue or agree to issue any +equity securities, without the approval of the holders of its +ordinary securities, for 3 months after it is told in writing by a person or persons holding more than 50% of the +ordinary securities that they intend to call, or request the directors to call, a general meeting to appoint or remove directors of the entity (or, if the entity is a trust, that they intend to call, or request the +responsible entity of the trust to call, a general meeting to appoint or remove the +responsible entity of the trust). This rule does not apply to an issue or agreement to issue in any of the following cases. Introduced 01/07/96 Origin: Listing Rule 3E(9) Amended 01/07/98, 30/09/01, 01/12/19 Note: An approval by security holders of an eligible entity under rule 7.1A for the entity to have the additional issuance capacity under that rule for a period of 12 months is not an approval for the purposes of rule 7.6. A notice proposing a resolution to approve an issue of equity securities under this rule must include a voting exclusion statement (see rule 14.11.1). Exception 1 An issue notified to ASX, or made under an agreement to issue notified to ASX, before the entity was told. Introduced 01/12/19 Exception 2 A +pro rata issue to holders of +ordinary securities and to holders of other +equity securities to the extent that the terms of issue of the +equity securities permit participation in the +pro rata issue. Introduced 01/12/19 Exception 3 An issue made under a +dividend or distribution plan that is in operation at the time the entity was told. Introduced 01/12/19 Exception 4 An issue made under a takeover bid or under a merger by way of scheme of arrangement under Part 5.1 of the Corporations Act. Introduced 01/12/19 Note: “Takeover bid” has the same meaning as in section 9 of the Corporations Act. The reference to a “merger” by way of scheme of arrangement under Part 5.1 of the Corporations Act covers any form of business combination effected via such a scheme. Exception 5 An issue made on the exercise of rights of +conversion. Introduced 01/12/19 Exception 6 An agreement to issue +equity securities that is conditional on the holders of its +ordinary securities approving the issue before the issue is made. If an entity relies on this exception it must not issue the +equity securities without such approval. Introduced 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 712 Chapter 7 Changes in capital and new issues Exception 7 An issue made after the person or persons tell the entity in writing that they are no longer intending to call, or request the directors (or, if the entity is a trust, the +responsible entity of the trust) to call, a general meeting to appoint or remove directors of the entity (or, if the entity is a trust, to appoint or remove the +responsible entity of the trust). Introduced 01/12/19 Exception 8 An issue made with the approval of the person or persons. Introduced 01/12/19 Note: An issue that falls within an exception above and therefore does not require security holder approval under rule 7.6 may still require security holder approval under rule 7.1, 10.11 or 10.14. Issues to Australian and New Zealand holders and overseas holders 7.7 If an entity proposes a +pro rata issue, it must offer the +securities to all holders with registered addresses in Australia or New Zealand. 7.7.1 An entity must also offer the +securities to all holders with registered addresses outside Australia and New Zealand. However, this rule does not apply in relation to a particular place if each of the following conditions is met. (a) The entity decides that it is unreasonable to make the offer having regard to each of the following. • The number of holders in the place where the offer would be made. • The number and value of +securities the holders would be offered. • The cost of complying with the legal requirements, and requirements of a regulatory authority, in the place. (b) The entity sends each holder to whom it will not offer the +securities details of the issue and advice that the entity will not offer +securities to the holder. (c) In the case of a renounceable +pro rata issue, the entity also does each of the following. • Appoints a nominee to arrange for the sale of the entitlements that would have been given to those holders and to account to them for the net proceeds of the sale. • Advises each holder not given the entitlements that a nominee in Australia will arrange for sale of the entitlements and, if they are sold, for the net proceeds to be sent to the holder. Introduced 01/07/96 Origin: Listing Rules 3E(10)(b), 3E(11) Amended 01/08/12 Cross reference: rule 15.10. Issues under a dividend or distribution plan 7.8 An entity may only make an issue under a +dividend or distribution plan if each of the following conditions is met. 7.8.1 The +securities rank equally with a +class of quoted +securities (ignoring the fact that they do not rank equally for the next dividend – in the case of a trust, next distribution – and any right to participate in a concurrent offer). Introduced: 01/07/96 Origin: Listing Rule 3J(29)(a) 7.8.2 The plan allows participants to choose whether to participate for part or all of their holdings. However, the plan may limit participation on the following terms: (a) the limit is a number of +securities, or a sum of money, that is the same for all holders (except a brokers’ +clearing account, a trustee or a nominee); and + See chapter 19 for defined terms 1 December 2019 Page 713 Chapter 7 Changes in capital and new issues (b) if the +securities are held in a brokers’ +clearing account, or by a trustee or nominee, the broker, trustee or nominee must be allowed to participate for each +person whose +securities are held in that way. Introduced 01/07/96 Origin: Listing Rule 3J(29)(b) Example: The exception for clearing accounts enables transferees to participate despite the temporary holding of the securities by the broker. Issues during a takeover 7.9 An entity must not issue or agree to issue +equity securities, without the approval of the holders of its +ordinary securities, for 3 months after it is told in writing that a +person is making, or proposes to make, a +takeover for +securities in it. This rule does not apply to an issue or agreement to issue in any of the following cases. Introduced 01/07/96 Origin: Listing Rule 3R(3) Amended 01/07/97, 01/07/98, 01/09/99, 13/03/00, 01/12/19 Cross reference: Rule 7.1 allows issues of up to 15%. However this rule stops any issue except as provided in it. Note: An approval by security holders of an eligible entity under rule 7.1A for the entity to have the additional issuance capacity under that rule for a period of 12 months is not an approval for the purposes of rule 7.9. A notice proposing a resolution to approve an issue of equity securities under this rule must include a voting exclusion statement (see rule 14.11.1). Exception 1 An issue notified to ASX, or made under an agreement to issue notified to ASX, before the entity was told. Introduced 01/07/96 Origin: Listing Rule 3R(3) Amended 01/07/98, 01/09/99 Exception 2 A +pro rata issue to holders of +ordinary securities and to holders of other +equity securities to the extent that the terms of issue of the +equity securities permit participation in the +pro rata issue. Introduced 01/07/96 Origin: Listing Rule 3R(3) Amended 01/12/19 Exception 3 An issue made under a +dividend or distribution plan that is in operation at the time the entity was told. Introduced 01/07/96 Origin: Listing Rule 3R(3) Amended 01/12/19 Exception 4 An issue made under a takeover bid or under a merger by way of scheme of arrangement under Part 5.1 of the Corporations Act. Introduced 01/07/96 Origin: Listing Rule 3R(3) Amended 13/03/00, 30/09/01, 01/12/19 Note: “Takeover bid” has the same meaning as in section 9 of the Corporations Act. The reference to a “merger” by way of scheme of arrangement under Part 5.1 of the Corporations Act covers any form of business combination effected via such a scheme. Exception 5 An issue made on the exercise of rights of +conversion. Introduced 01/07/96 Origin: Listing Rule 3R(3) Amended 01/12/19 Exception 6 An agreement to issue +equity securities that is conditional on the holders of the entity’s +ordinary securities approving the issue before the issue is made. If an entity relies on this exception it must not issue the +equity securities without such approval. Introduced 30/09/01 Exception 7 An issue made after the person tells the entity in writing that it is no longer making, or proposing to make, a +takeover for +securities in it. Introduced 01/12/19 Exception 8 An issue made with the approval of the person. Introduced 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 714 Chapter 7 Changes in capital and new issues Note: An issue that falls within an exception above and therefore does not require security holder approval under rule 7.9 may still require security holder approval under rule 7.1, 10.11 or 10.14. No interference etc with issue of securities 7.10 Introduced 01/07/96 Origin: Listing Rule 3D(1C) Deleted 24/10/05 Rules that apply to all pro rata issues 7.11 An entity that makes a +pro rata issue of its securities must also meet each of the following requirements. Amended 01/12/19 7.11.1 The basis for deciding the entitlement must not change during the offer period. Introduced 01/07/96 Origin: Listing Rule 3E(12)(a)(ii)b 7.11.2 The issue price of each +security must not contain a fraction of a cent unless the minimum bid that may be made under the ASX Operating Rules in relation to +securities of the same +class may contain a fraction of a cent, in which case the issue price may contain the same fraction. Introduced 01/07/96 Origin: Listing Rule 3E(12(a)(ii)c Amended 01/09/99, 03/05/04, 01/08/12 Note: Bids and offers may only be entered in the ASX market in multiples of the price steps set out in the ASX Operating Rules. See ASX Operating Rule 4020. 7.11.3 The ratio of +securities offered must not be greater than one +security for each +security held. This rule does not apply to a +bonus issue. This rule also does not apply if the following conditions are met. (a) The offer is renounceable. (b) The issue price is not more than the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded before the day on which the issue was announced. Introduced 01/07/96 Origin: Listing Rule 3E(13)(a) Amended 01/07/00, 01/07/14 Note: If free attaching options are offered, they are not taken into account. However see rule 7.16. 7.11.4 The +disclosure document, +PDS or offer may allow offerees to subscribe for a greater number of +securities than their entitlement only if subscriptions in excess of entitlements are made out of the shortfall. Introduced 01/07/96 Origin: Listing Rule 3E(13)(b) Amended 13/03/00, 11/03/02, 01/12/19 7.11.5 The offer must not include alternatives, except to allow full or part payment on acceptance. Introduced 01/07/96 Origin: Listing Rule 3E(13)(h) 7.11.6 The offer must be pro rata without restriction on the number of +securities to be held before entitlements accrue. Introduced 01/12/19 Rules that apply to all entitlements issues 7.12 [Deleted]. Introduced 01/07/96 Origin: Listing Rule 3E(12)(a)(v)b Amended 01/07/00, 24/10/05 Deleted 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 715 Chapter 7 Changes in capital and new issues 7.13 If an entity is undertaking more than 1 +corporate action, it must not have a +record date to identify holders entitled to participate in a subsequent one until it has updated its register in relation to the preceding one. Introduced: 01/07/96 Origin: Listing Rule 3A(5)(d) Example: Following a bonus issue, the entity must have entered the bonus securities into the uncertificated holdings of the holders, and issued certificates in relation to its certificated subregister, before the record date for determining those entitled to a proposed pro rata issue. 7.14 An entity must not have a +record date for any purpose until at least 3 +business days after its last +record date. This rule does not prevent an entity having identical +record dates for different purposes. Introduced 01/07/96 Origin: Listing Rule 3A(5)(e) Amended 01/02/99, 14/04/14, 07/03/16 7.15 If an entity must get the approval of holders of +ordinary securities to make an offer, or issue +securities, the +record date to decide entitlements must be at least 4 +business days after the date of the meeting. Introduced 01/07/96 Origin: Listing Rule 3E(13)(c) Amended 01/02/99, 14/04/14, 07/03/16 Rules that apply to issues of options 7.16 An entity must not issue options if it would have more options on issue than +underlying securities, except under an offer of one +ordinary security and one option for each +ordinary security. Introduced 01/07/96 Origin: Listing Rule 3E(13)(g) Amended 01/07/97 Rules that apply to any issue in a different entity 7.17 If an entity offers its +security holders an entitlement to +securities in another entity, it must meet the following requirements. 7.17.1 The offers must be pro rata, or made in another way that, in ASX’s opinion, is fair in all the circumstances. 7.17.2 The +record date to decide entitlements must be at least 4 +business days after the +disclosure document, +PDS or +information memorandum for the offer is given to ASX. 7.17.3 There must be no restriction on the number of +securities which a holder must hold before the entitlement accrues. This rule does not apply if the resulting holding would be less than a holding with a value of $500 and no facility to round up is offered. Introduced 01/07/96 Origin: Listing Rule 3E(15)(a) Amended 01/12/19 Cross reference: rule 11.4. Reorganisations of capital General rule for an orderly market 7.18 If an entity proposes to reorganise its capital (in the case of a trust, interests) in any way, it must consult ASX to ensure that an orderly market is maintained in its +securities. Introduced 01/07/96 Origin: Listing Rule 3N(1)(b) Cross reference: chapter 8. Notifying ASX 7.19 An entity that has applied to a court for approval of a reorganisation of its capital (in the case of a trust, interests) must tell ASX of each of the following steps. + See chapter 19 for defined terms 1 December 2019 Page 716 Chapter 7 Changes in capital and new issues 7.19.1 Court approval. It must do so immediately after the court has approved the application. 7.19.2 If the court order will be lodged with a regulatory authority, the date when the court order will be lodged with the regulatory authority. It must do so at least 24 hours before the court order is lodged. 7.19.3 Lodgement of the court order with the regulatory authority. It must do so immediately after it is lodged with the regulatory authority. The entity must give ASX a copy of the court order at the same time. Introduced 01/07/96 Origin: Listing Rule 3N(2) Amended 01/07/98 Cross reference: rule 3.10.1. Reorganisation of shares and units 7.20 If an entity proposes to reorganise its capital, (in the case of a trust, interests) it must tell +equity security holders in writing each of the following. 7.20.1 The effect of the proposal on the number of +securities and the amount unpaid (if any) on the +securities. 7.20.2 The proposed treatment of any fractional entitlements arising from the reorganisation. 7.20.3 The proposed treatment of any +convertible securities on issue. Introduced 01/07/96 Origin: Listing Rule 3N(1)(a) Amended 01/07/98 Note: The definition of convertible securities includes options. Reorganisation of convertible securities (except options) 7.21 An entity which has +convertible securities (except options) on issue may only reorganise its capital (in the case of a trust, interests) if, in respect of the +convertible securities, the number of +securities or the +conversion price, or both, is reorganised so that the holder of the +convertible securities will not receive a benefit that holders of +ordinary securities do not receive. This rule does not prevent a rounding up of the number of +securities to be received on conversion if the rounding up is approved at the +security holders’ meeting which approves the reorganisation. Introduced 01/07/96 Origin: Listing Rules 3N(3)(a) Reorganisation of options 7.22 An entity with options on issue must comply with the following rules in relation to the way the options are treated under a reorganisation. 7.22.1 In a consolidation of capital – the number of options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio. Introduced: 01/07/96 Origin: Listing Rule 3N(4)(a) Example: Company A consolidates 2 fully paid ordinary shares of into 1 fully paid ordinary share. Every 2 options exercisable at $1.00 each are consolidated into 1 option exercisable at $2.00 for 1 fully paid ordinary share. 7.22.2 In a sub-division of capital – the number of options must be sub-divided in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio. Introduced: 01/07/96 Origin: Listing Rule 3N(4)(b) Example: Company A splits 1 fully paid ordinary share into 2 fully paid ordinary shares. Every option exercisable at $2.00 each is split into 2 options exercisable at $1.00 each for an ordinary fully paid share. + See chapter 19 for defined terms 1 December 2019 Page 717 Chapter 7 Changes in capital and new issues 7.22.3 In a return of capital – the number of options must remain the same, and the exercise price of each option must be reduced by the same amount as the amount returned in relation to each +ordinary security. Introduced: 01/07/96 Origin: Listing Rule 3N(4)(c) Amended 01/07/98 Example: Company A has fully paid shares on issue. It returns $1.00 per ordinary share to shareholders. Every option exercisable at $2.00 each for a fully paid share becomes an option exercisable at $1.00 each for a fully paid share. 7.22.4 In a reduction of capital by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled – the number of options and the exercise price of each option must remain unaltered. Introduced: 01/07/96 Origin: Listing Rule 3N(4)(d) Amended 01/07/98 Example: Company A has fully paid shares on issue. It has lost the equivalent of $1.00 per share and cancels the equivalent of $1.00 from each share. Every option exercisable at $2.00 each for a fully paid share remains an option exercisable at $2.00 each for a fully paid share. 7.22.5 In a pro rata cancellation of capital – the number of options must be reduced in the same ratio as the ordinary capital and the exercise price of each option must be amended in inverse proportion to that ratio. Introduced: 01/07/96 Origin: Listing Rule 3N(4)(e) Example: Company A has fully paid shares on issue. It has lost $1.00 per share and cancels half the shares. Its capital is reduced from 1,000,000 shares to 500,000 shares. It has on issue 1,000,000 options exercisable at $2.00 each for a fully paid share. Following the reorganisation, it has on issue 500,000 options exercisable at $4.00 each for a fully paid share. 7.22.6 In any other case – the number of options or the exercise price, or both, must be reorganised so that the holder of the option will not receive a benefit that holders of +ordinary securities do not receive. This rule does not prevent a rounding up of the number of +securities to be received on exercise if the rounding up is approved at the +security holders’ meeting which approves the reorganisation. Introduced: 01/07/96 Origin: Listing Rules 3G(1)(d), 3N(4)(f), 3N(4)(g) Amending convertible securities to allow reorganisation 7.23 If in a reorganisation the terms of +convertible securities do not allow them to be treated in accordance with the listing rules, the terms must be amended so that the +convertible securities can be treated in accordance with the listing rules. Introduced 01/07/96 Origin: Listing Rule 3N(3)(b) Note: If the terms of the convertible securities cannot be amended, this rule prevents the reorganisation being undertaken. This rule also covers options. Example: The terms may be amended by court order or agreement of the holders of the convertible securities. Cross reference: rule 6.16. Reorganisation of partly paid securities 7.24 An entity which has partly paid shares on issue must comply with the following specific rules in relation to the way the partly paid shares are treated under a reorganisation. 7.24.1 The number of partly paid shares must be reorganised in the same proportion as the other +classes of shares. 7.24.2 The reorganisation must not involve cancellation or reduction of the total amount payable and unpaid by the holder. Introduced 01/07/96 Origin: Listing Rule 3N(5) 7.24A An entity must not return capital to holders of +restricted securities. Introduced 24/10/05 Note: A return of capital may be in cash or in specie. + See chapter 19 for defined terms 1 December 2019 Page 718 Chapter 7 Changes in capital and new issues Example: Company A has 10,000,000 fully paid shares on issue, of which 1,000,000 are restricted securities. It proposes to return $1.00 per ordinary share to shareholders, ie a total of $10,000,000. It must structure the reduction of capital as a selective reduction that excludes the 1,000,000 restricted securities, i.e as a return of $1.11 per unrestricted ordinary share. Cross reference: Chapter 9 Issues and reorganisations affecting trading prices 7.25 An entity must not issue bonus +securities or reorganise its capital (in the case of a trust, interests) if the effect of doing so would be to decrease the price at which its +main class of +securities would be likely to trade after the issue or reorganisation to an amount less than 20 cents. Introduced 01/07/96 Origin: Listing Rule 3J(6) Amended 01/07/98 Example: An entity with a trading price of 14 cents would be permitted to reorganise its capital if the result was to increase its trading price to 18 cents. It would not be permitted to reorganise its capital if the result is likely to be any decrease in its trading price. An entity with a trading price of 28 cents would be permitted to reorganise its capital if the result is likely to be a decrease in its trading price to 21 cents. It would not to be permitted to reorganise its capital if the result is likely to be a decrease in its trading price to 19 cents. Cross reference: rules 2.1 condition 2, 6.14, 7.18. Cancelling forfeited shares by a limited liability company 7.26 A limited liability company may only cancel forfeited shares if each of the following conditions is met. 7.26.1 The cancellation is approved by holders of +ordinary securities. The notice of meeting must include each of the following. (a) Details of the forfeited shares, including their total issue price, the amount called but unpaid, and the amount uncalled. (b) The outstanding liability of the former holder, and what action the company has taken (and will take) to recover that amount. (c) A +voting exclusion statement. Introduced: 01/07/96 Origin: Listing Rule 3J(32)(a) Amended 01/07/98 7.26.2 Under the company’s constitution the former holder must remain liable (in the absence of the approval of holders of ordinary shares) for any amount called but unpaid on the shares despite the fact that they have been forfeited. Introduced: 01/07/96 Origin: Listing Rule 3J(32)(a) Amended 01/07/98 7.26.3 Liability for the amount called but unpaid in respect of forfeited shares which have been cancelled is not released or waived without the approval of holders of ordinary shares. This approval may be given at the meeting that approves the cancellation, or at another meeting. If the approval is given at another meeting, the notice of meeting must include each of the following. (a) Details of the forfeited shares, including their total issue price, the amount called but unpaid and the amount that is uncalled. (b) The outstanding liability of the former holder, what action the company has taken to recover those amounts (and what action it will take if the meeting does not release the liability). (c) A +voting exclusion statement. Introduced 01/07/96 Origin: Listing Rule 3J(32)(a) Amended 01/07/98 7.27 Introduced 01/07/96 Origin: Listing Rule 3J(32)(b) Deleted 01/07/98 7.28 Introduced: 01/07/96 Origin: Listing Rule 3J(32)(b)(ii) Deleted 01/07/98 + See chapter 19 for defined terms 1 December 2019 Page 719 Chapter 7 Changes in capital and new issues On-market buy-backs Pre-condition for an on-market buy-back 7.29 A company may only buy shares under an on-market buy-back if transactions in the company’s shares were recorded on ASX on at least 5 days in the 3 months before it buys back the shares. Introduced 01/09/99 Origin: Listing Rules 3V(4) and 7.29.2 Amended 11/01/10 Cross reference: rule 3.8A. Note: Class Order 07/422 sets out the modification to Chapter 5C of the Corporations Act relating to on-market buy- backs by ASX-listed managed investment schemes. This provides, amongst other things, that a responsible entity that buys back an interest in the scheme must comply with the listing rules of ASX (as in force on [the date of commencement of s. 601KH]) that apply to buy-backs as if: (i) the scheme were a company included in the official list of the financial market of ASX; and (ii) interests in the scheme were shares in the company. 7.29.1 Introduced 01/07/96 Origin: Listing Rule 3V(4) Amended 01/09/97 Deleted 01/09/99 Refer rule 3.8A 7.29.2 Introduced 01/07/96 Origin: Listing Rule 3V(4) Amended 01/07/97 Deleted 01/09/99 Refer rule 7.29 7.30 Introduced 01/07/96 Origin: Listing Rule 3V(4), (5) Amended 01/07/97 Deleted 01/09/99 Refer rule 3.8A 7.31 Introduced 01/07/96 Origin: Listing Rule 3V(8) Amended 01/07/97 Deleted 01/09/99 7.31.1 Introduced 01/07/97 Deleted 01/09/99 7.31.2 Introduced 01/07/97 Deleted 01/09/99 7.32 Introduced 01/07/96 Deleted 01/09/99 Purchase price under on-market buy-back 7.33 A company may only buy back shares under an on-market buy-back at a price which is not more than 5% above the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the shares were recorded before the day on which the purchase under the buy-back was made. Introduced 01/07/96 Origin: Listing Rule 3V(7)(b) Amended 11/01/10, 01/07/14 Note; Class Order 07/422 sets out the modification to Chapter 5C of the Corporations Act relating to on-market buy- backs by ASX-listed managed investment schemes. This provides, amongst other things, that a responsible entity that buys back an interest in the scheme must comply with the listing rules of ASX (as in force on [the date of commencement of s. 601KH]) that apply to buy-backs as if: (i) the scheme were a company included in the official list of the financial market of ASX; and (ii) interests in the scheme were shares in the company. 7.34 Introduced 01/07/96 Origin: Listing Rules 3V(7)(c) Amended 01/09/99 Deleted 30/09/01 7.35 Introduced 01/07/96 Origin: Listing Rule 3V(10) Deleted 01/09/99 Refer rule 3.8A Buy-backs not under the Corporations Act 7.36 An entity not subject to the buy-back provisions of the Corporations Act may buy back its +securities on-market only if it consults ASX before the buy-back and complies with any requirements ASX sets. ASX may require the entity to comply with the Corporations Act as if it were a company, or with the listing rules relating to on-market buy-backs by companies, with any adaptations that, in ASX’s opinion, are appropriate. Introduced 01/07/96 Origin: Listing Rule 3V(12) Amended 30/09/01, 11/01/10 Note: Trusts cannot have withdrawal or buy-back provisions in their trust deeds that operate while they are listed. See rule 1.1 Condition 5. Therefore this rule will apply to a trust that wants to make a buy-back of units. Class Order + See chapter 19 for defined terms 1 December 2019 Page 720 Chapter 7 Changes in capital and new issues 07/422 sets out the modification to Chapter 5C of the Corporations Act relating to on-market buy-backs by ASX-listed managed investment schemes. This provides, amongst other things, that a responsible entity that buys back an interest in the scheme must comply with the listing rules of ASX (as in force on [the date of commencement of s. 601KH]) that apply to buy-backs as if: (i) the scheme were a company included in the official list of the financial market of ASX; and (ii) interests in the scheme were shares in the company. 7.37 Introduced 01/07/96 Origin: Listing Rule 3W(1)(a), (b) Deleted 01/07/00 7.38 Introduced 01/07/96 Origin: Listing Rule 3W(2)(c) Deleted 01/07/00 Forfeited shares 7.39 If forfeited shares are auctioned, the auction must be held at the entity’s +home branch or at another place within the capital city of an Australian State or Territory which investors can conveniently attend. The following must be terms of the auction. 7.39.1 Settlement must be effected on the day of the auction or, if the purchaser chooses, the next day on which banks are open for business. 7.39.2 The shares must not be offered in parcels larger than 10% of the total number to be offered. Introduced 01/07/96 Origin: Listing Rule 3P(3) Amended 01/12/19 Cross reference: rule 2.11. Compliance with timetables 7.40 An entity must comply with Appendix 7A. Introduced 01/07/96 End of Section. Next page is no. 801. + See chapter 19 for defined terms 1 December 2019 Page 721 Chapter 8 Transfers and registration Chapter 8 Transfers and registration Table of Contents The main headings in this chapter Rules +CHESS 8.1 - 8.3 Holding statements 8.5 - 8.9 Transfers of +securities 8.10 - 8.14 Registers 8.15 - 8.17 Compliance with Appendix 8A 8.21 Time limits Appendix 8A Explanatory note This chapter sets out the requirements that must be met for satisfactory transfer and registration procedures to operate. The requirements should be read in conjunction with the operating rules of the +approved CS facility. In the case of CHESS, the listing rules and the ASX Settlement Operating Rules work together to regulate listed entities whose +securities are +CHESS approved securities. Transfers may be electronic or paper-based. There are 4 circumstances: On market transfers Off market transfers Securities that are not Paper based Paper based approved under the rules of an +approved CS facility Securities approved under the Electronic, irrespective of the Electronic, if to or from a rules of an +approved CS subregister involved subregister operated by an facility +approved CS facility; otherwise paper based Time limits relating to transfers and registration are also in Appendix 8A. Obligations in relation to approved CS facility subregister system Complying with the rules of an approved CS facility 8.1 An entity must comply with the operating rules of the +approved CS facility under which the +securitiesof the entity, or CDIs issued over those +securities, are approved. Introduced 01/07/96 Origin: Listing Rule 3D(2A) Amended 11/03/04, 03/05/04, 04/03/13, 19/12/16 Note: CHESS is an approved CS facility subregister system. An entity must comply with the ASX Settlement Operating Rules if any of its securities are CHESS approved securities. CDIs are securities. Cross reference: ASX Settlement Operating Rules 1.2.2, 1.2.3 and 1.2.4. See also section 793C of the Corporations Act. + See chapter 19 for defined terms 19 December 2016 Page 801 Chapter 8 Transfers and registration Registers to be kept 8.2 An entity must either: (a) provide an +issuer sponsored subregister for all quoted +securities; or (b) if the entity is established in a jurisdiction whose laws have the effect that the entity’s +securities cannot be registered or transferred under the operating rules of the +approved CS facility, provide an +issuer sponsored subregister for all +CDIs. Introduced 01/07/96 Origin: Listing Rule 3Y(1)(a) Amended 01/02/99, 01/09/99, 30/09/01, 03/05/04, 04/03/13, 19/12/16 8.2.1 A +certificated subregister may only be provided for the following +securities. (a) Unquoted +securities. (b) +Quoted securities that the laws of a foreign jurisdiction do not permit to be held on an +issuer sponsored subregister over which CDIs are to be issued. Note: In the case of CHESS approved securities, an entity may have up to 3 subregisters in the CHESS environment that make up its register: • a CHESS subregister, which is an uncertificated subregister that ASX Settlement maintains on behalf of the entity; • an issuer sponsored subregister, which is an uncertificated subregister maintained by the entity through its registry; and • a certificated subregister, which is maintained by the entity through its registry. However, unless the entity is prevented by the laws of a foreign jurisdiction from operating an issuer sponsored subregister, the only securities that may be kept on the certificated subregister are unquoted securities. Examples: Securities of an entity incorporated in a foreign jurisdiction that has a CHESS subregister but is not allowed to have an issuer sponsored subregister. The entity must have a certificated subregister. Securities of an entity incorporated in Australia and listed in a foreign jurisdiction that does not allow an issuer sponsored subregister. The entity must have an issuer sponsored subregister in Australia and may operate a certificated subregister in the foreign jurisdiction. Securities of an entity incorporated in a foreign jurisdiction that is not allowed to have a CHESS subregister or an issuer sponsored subregister to hold legal title to shares. The entity must have an issuer sponsored subregister for CDIs. Cross reference: Chapter 9, ASX Settlement Operating Rule 5.2. ASX Settlement Operating Rule 5.9 deals with standing instructions on changes between subregisters. Introduced 01/07/96 Amended 01/07/98, 01/02/99, 11/03/02, 04/03/13, 19/12/16 Issuer sponsored subregister and SRNs 8.3 If an entity operates an +issuer sponsored subregister, the following rules apply. 8.3.1 The entity must allow holders of +securities on the subregister to maintain more than one holding on that subregister. Each holding must be identified by a unique +SRN. Each holding must be treated as a separate holding for determining benefits and entitlements. Introduced 01/07/96 Origin: Listing Rules 3Y(1)(b), 3Y(1)(c) 8.3.2 When an entity creates a new holding on the +issuer sponsored subregister, it must allocate a unique +SRN for that holding. Introduced 01/07/96 Origin: Listing Rule 3Y(3) + See chapter 19 for defined terms 19 December 2016 Page 802 Chapter 8 Transfers and registration Certificates and holding statements Certificates following a reorganisation 8.4 [Deleted] Introduced 01/07/96 Origin: Listing Rules 3N(1)(f), 3N(1)(g), 3N(1)(h) Amended 01/02/99, 11/03/02 Deleted: 24/10/05 Issuer sponsored holding statements – new holding 8.5 An entity must send a security holder on the +issuer sponsored subregister a statement for a new holding on that +subregister. It must do so within 5 +business days after the holding is created. The statement must include the opening balance of the holding and the +SRN for the holding. A new holding includes a holding that arises in any of the following ways. • A transfer. • A call payment. • A capital reorganisation. • A conversion of a holding from a certificated holding to +CDIs. • A conversion of a holding from a +CHESS subregister. • An issue of +securities to a new security holder or issue of +CDIs to a new +CDI holder. • An issue to an existing security holder of +securities in a different +class to any +class of +securities already held, or an issue to an existing +CDI holder of +CDIs over +securities in a different +class to the +underlying securities for +CDIs already held. Introduced 01/07/96 Origin: Listing Rule 3Y(7)(a) Amended 01/07/97, 01/09/99, 24/10/05, 04/03/13 Note: CDIs are securities. A security holder may authorise the entity to send a holding statement to a person other than the holder. Cross reference: Rule 8.14, ASX Settlement Operating Rule 8.11.1. Issuer sponsored holding statements – changed holding 8.6 An entity must send each security holder on the +issuer sponsored subregister a +routine transaction statement. The statement must set out the changes to the holding since the last +routine transaction statement (or opening balance statement) and the +SRN for the holding. A change includes a change that arises in any of the following ways. • A transfer. • A call payment. • A capital reorganisation. • A conversion of a holding from a certificated holding to +CDIs. • A conversion of a holding from a +CHESS subregister. • An issue to an existing security holder of +securities in the same +class as a +class of +securitiesalready held or an issue of +CDIs over +securities in the same +class as the +underlying securities for +CDIs already held. • +Securities ceasing to be held on the +issuer sponsored subregister. Introduced 01/07/96 Origin: Listing Rule 3Y(7)(b) Amended 01/07/97, 01/09/99, 04/03/13 Note: A request by a security holder for CDIs to be cancelled and replaced by a holding of underlying securities will result in a change to the security holder’s holding on the issuer sponsored subregister for CDIs. A security holder may authorise the entity to send a routine transaction statement to a person other than the holder. Cross reference: ASX Settlement Operating Rule 8.11.1. 8.6.1 The entity must send the statement within 5 +business days after the end of the month in which there is a change. This rule does not apply if either of the following is satisfied. + See chapter 19 for defined terms 19 December 2016 Page 803 Chapter 8 Transfers and registration (a) The entity has already sent a +routine transaction statement to the +security holder and there were no changes to the holding during the month except the changes set out in that +routine transaction statement. (b) All +securities are moved into another holding and a +routine transaction statement for the other holding sets out the changes to both holdings. Introduced 01/07/96 Origin: Listing Rule 3Y(7)(b) Amended 01/07/97, 01/07/98 Note: If no change occurs in a particular month, then there is no need to send a routine transaction statement. Cross reference: Rule 8.14, ASX Settlement Operating Rule 8.20. 8.7 If a +security holder on the +issuer sponsored subregister asks, an entity must send the +security holder a +special transaction statement and the +SRN for the holding. The statement must set out any changes to the holding since the last +routine transaction statement. 8.7.1 The entity may require a reasonable payment for a +special transaction statement. Introduced 01/07/96 Origin: Listing Rule 3Y(7)(c) 8.7.2 The entity must send the +special transaction statement within 3 +business days after receiving the written request and any payment that is required. Introduced 01/07/96 Origin: Listing Rule 3Y(7)(c) Note: A security holder may authorise the entity to send a special transaction statement to a person other than the holder. Cross reference: Rule 8.14, ASX Settlement Operating Rule 8.11.1. Replacement certificates 8.8 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3D(4) Amended 01/02/99 Deleted 24/10/05 Information to be given to option holders 8.9 An entity must tell a new option holder in writing of the exercise price and expiry date of the option. If the information is not on the holding statement, the entity must give the holder a statement with that information within 5 +business days after the holding statement is sent. Introduced 01/07/96 Origin: Listing Rule 3H(7) Amended 24/10/05 Transfers of securities No interference etc with transfer of securities 8.10 An entity must not in any way prevent, delay or interfere with the registration of a transfer document relating to quoted +securities. This rule does not apply to a paper-based transfer document which is not a proper instrument of transfer. Introduced 01/07/96 Origin Listing Rules 3D(3A)(a), 3D(3B)(a)(i), 3D(3B)(b)(i) Amended 01/09/99, 30/09/01, 11/03/02, 17/12/10 Cross reference: ASX Settlement Operating Rule 5.8. 8.10.1 However, the entity may apply, or ask the +approved CS facility to apply, a +holding lock to prevent a transfer, or refuse to register a paper-based transfer document, in any of the following circumstances. Introduced 01/07/96 Origin: Listing Rule 3D(3A) Amended 01/09/99, 11/03/01, 11/03/04, 03/05/04 (a) The entity has a lien on the +securities under rule 6.13. Introduced 01/07/96 Origin: Listing Rules 3D(3A)(b)(i), 3D(3B)(a)(ii)a, 3D(3B)(b)(ii)a Cross reference: ASX Settlement Operating Rule 8.15.2. + See chapter 19 for defined terms 19 December 2016 Page 804 Chapter 8 Transfers and registration (b) The entity is served with a court order that restricts the holder’s capacity to transfer the +securities. Introduced 01/07/96 Origin: Listing Rules 3D(3A)(b)(iv), 3D(3B)(a)(ii)b, 3D(3B)(b)(ii)d Cross reference: ASX Settlement Operating Rule 8.15.1. (c) Registration of the transfer may break an Australian law, and ASX has agreed in writing to the application of a +holding lock or that the entity may refuse to register a transfer. The application of the +holding lock must not breach an operating rule of the +approved CS facility. Introduced 01/07/96 Origin: Listing Rules 3D(3A)(b)(v), 3D(3B)(a)(ii)c, 3D(3B)(b)(ii)e Amended 11/03/04, 03/05/04 Cross reference: ASX Settlement Operating Rule 8.15.4. (d) [Deleted] Introduced 01/07/96 Deleted 01/09/99 (e) If the transfer is paper-based, the entity is allowed to refuse to register it under rule 8.12. Introduced 01/07/96 Origin: Listing Rules 3D(3A)(b)(ii), 3D(3B)(b)(ii)b Amended 19/12/16 (f) If the transfer is paper-based, a law related to stamp duty prohibits the entity from registering it. Introduced 01/07/96 Origin: Listing Rules 3D(3A)(b)(iii), 3D(3B)(b)(ii)c (g) The transfer does not comply with the terms of an +employee incentive scheme. Introduced 01/07/98 Cross reference: ASX Settlement Operating Rule 8.15.3. (h) If the transfer is paper-based, registration of the transfer will result in a holding which at the time the transfer is lodged is less than a +marketable parcel. Introduced 01/09/99 Amended 01/01/12 (i) The holder has agreed in writing to the application of a +holding lock or that the entity may refuse to register a paper-based transfer. The application of the +holding lock must not breach an operating rule of the +approved CS facility. Introduced 30/09/01 Amended 11/03/04, 03/05/04 Note: This rule requires the written agreement of all registered joint holders. 8.10.2 If the entity refuses to register a paper-based transfer under this rule, it must tell the lodging party in writing of the refusal and the reason for it. The entity must do so within 5 +business days after the date on which the transfer was lodged. Introduced 01/07/96 Origin: Listing Rules 3D(3A)(c), 3D(3B)(b)(iv) 8.10.3 If the entity applies, or asks +ASX Settlement to apply, a +holding lock under this rule, the entity must tell the holder of the +securities in writing of the +holding lock and the reason for it. It must do so within 5 +business days after the date on which it asked for the +holding lock. Introduced 01/07/96 Origin: Listing Rule 3D(3B)(a)(iii) Amended 01/09/99, 11/03/04 Cross reference: ASX Settlement Operating Rule 8.15.5 8.11 An entity must not require a statutory declaration or other document in connection with ownership restrictions of its +securities before it will register a transfer document. Introduced 01/07/96 Origin: Listing Rule 3D(3A)(d) Amended 11/03/02 Cross reference: Rule 3.19 + See chapter 19 for defined terms 19 December 2016 Page 805 Chapter 8 Transfers and registration Reservation of securities on the issuer sponsored subregister 8.12 An entity must refuse to register a paper-based transfer if some or all of the +securities involved are reserved for a bidder because the holder of +securities in the bid class has accepted an offer under an off-market bid. However, the entity must register the transfer if the off-market bid is not, or is no longer, subject to a defeating condition; and the transfer is to, or at the direction of, that bidder. Introduced 01/07/96 Origin: Listing Rule 3D(3B)(b)(iii) Amended 13/03/00 Cross reference: Rule 8.10 Note: At 13/03/00, section 9 of the Corporations Act says that the bid class of securities for a takeover bid is the class of securities to which the securities being bid for belong. 8.12.1 If an offer has been accepted in respect of +securities on the +issuer sponsored subregister, the entity must reserve them for the benefit of the bidder if either of the following applies. (a) The accepting holder of +securities in the bid class asks the entity to do so. (b) The bidder asks the entity to do so, and undertakes to tell the entity if the off- market bid has lapsed because of a defeating condition, or if an acceptance is lawfully withdrawn, as soon as practicable after that occurs. Introduced 01/07/96 Origin: Listing Rules 3R(21)(a), 3R(21)(c) Amended 13/03/00 Note: At 13/3/2000, section 9 of the Corporations Act says that the bid class of securities for a takeover bid is the class of securities to which the securities being bid for belong. 8.12.2 While the reservation remains in place, the entity must treat the holding balance of the +security holder that is available for transfer as reduced by the number of +securities that are reserved. However, that does not apply if the transfer is to, or at the direction of, the bidder. The reservation remains in place until one of the following occurs. (a) The off-market bid lapses because of a defeating condition. (b) The acceptance is lawfully withdrawn. (c) A transfer is registered in favour of the bidder. (d) A transfer is registered at the bidder’s direction. Introduced 01/07/96 Origin: Listing Rules 3R(21)(a), 3R(21)(b) Amended 13/03/00 Note: This applies to securities held in uncertificated form on the issuer sponsored subregister maintained by the entity which is the subject of the off-market bid. Example: A bids for all the shares in a company. B accepts for her shares on the issuer sponsored subregister. A can, on giving the undertaking in the rule to the company, reserve B’s shares so B can’t sell them to a third person. Cross reference: Rules 14.11 to 14.21 of the ASX Settlement Operating Rules. Reserving securities on the issuer sponsored subregister for a bidder under an off-market bid has the same effect as a subposition administered by CHESS, except that the entity administers it. When a request for authorisation of a transfer of reserved securities is received, the entity will refuse to authorise it. Therefore a proper ASTC transfer will not be created. A proper ASTC transfer is a proper ASTC transfer as defined in the Corporations Regulations. Transfer processing 8.13 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3Y(6) Deleted 01/02/99 Fees for registering transfers etc 8.14 An entity must not charge a fee for any of the following. • Registering transfer documents. • Splitting certificates, renunciations and transfer forms. + See chapter 19 for defined terms 19 December 2016 Page 806 Chapter 8 Transfers and registration • Effecting shunts between registers. • Issuing certificates and transmission receipts. • Effecting conversions between subregisters. • Noting transfer forms. • Issuing a statement showing the opening balance of the holding on the +issuer sponsored subregister. • Issuing a +routine transaction statement to a +security holder on the +issuer sponsored subregister. • Sending a +security holder details of a change to the holding which arises from an issue of +securities or an acquisition of rights. Introduced 01/07/96 Origin Listing Rules 3D(7), 3Y(7)(a), 3Y(7)(b) Amended 11/03/02, 24/01/11 8.14.1 However, an entity may charge a reasonable fee for any of the following. • Issuing a certificate to replace one that is lost or destroyed. • Marking a transfer form, or marking a renunciation and transfer form, within 2 +business days after the form is lodged. • A +special transaction statement. • Registering paper-based transfers in registrable form. Introduced 01/07/96 Origin: Listing Rules 3D(5)(d), 3D(7), 3Y(7)(c) Amended 24/01/11 Registers Foreign entity maintaining a register 8.15 [Deleted] Introduced 01/07/96 Origin Listing Rule 1A(8)(i) Amended 01/07/00, 24/10/05 Deleted 19/12/16 Auditing of the register 8.16 [Deleted] Introduced 01/07/96 Origin Listing Rules 3D(13), 3D(14), 3Y(10) Deleted 24/10/05 Office hours at places where transfers are lodged 8.17 An entity must ensure that every office at which transfers of its +securities may be lodged for registration is open every +business day. However, the office may be closed on a day that is a gazetted bank or public holiday in the State or Territory in which the office is located if arrangements are made for compliance with any obligations the entity has under the operating rules of an +approved CS facility. Introduced 01/07/96 Origin Listing Rule 3D(15) Amended 01/09/99, 11/03/04, 03/05/04 Cross reference: ASX Settlement Operating Rule 5.4.4 Transfer markings 8.18 [Deleted] Introduced 01/07/96 Origin Listing Rules 3D(9), 3D(10) Deleted 24/10/05 8.19 [Deleted] Introduced 01/07/96 Origin Listing Rules 3R(20)(a)(i) and (ii), 3R(20)(b) Deleted 01/07/97 8.20 [Deleted] Introduced 01/07/96 Origin Listing Rule 3R(20)(a)(iii) Deleted 01/07/97 + See chapter 19 for defined terms 19 December 2016 Page 807 Chapter 8 Transfers and registration Compliance with Appendix 8A 8.21 An entity must comply with Appendix 8A. Introduced 01/07/96 End of Section. Next page is no. 901. + See chapter 19 for defined terms 19 December 2016 Page 808 Chapter 9 Restricted securities Chapter 9 Restricted securities Table of Contents The main headings in this chapter Rules Requirements for all +restricted securities 9.1 - 9.4 Treatment of +restricted securities in a takeover bid or merger 9.5 Transfers with no change in beneficial ownership 9.6 Explanatory note +Restricted securities may not be dealt with for a specified period (the escrow period) and, if they are in the same +class as quoted +securities, are required to be kept on the entity’s +issuer sponsored subregister and to have a +holding lock applied for the duration of that period – refer listing rules 9.1(a) and 15.12.2. Restricted securities may not participate in a return of capital – refer listing rules 7.24A and 15.12.4. ASX has issued Guidance Note 11 Restricted Securities and Voluntary Escrow with guidance on these escrow requirements. Requirements for all restricted securities Application of restrictions 9.1 Subject to rules 9.2, 9.5 and 9.6, an entity which issues +restricted securities, or has them on issue, must: (a) include in its constitution the provisions set out in rule 15.12; (b) unless ASX agrees that this requirement should not apply in a particular case, enter into a +restriction deed with the holder of the +restricted securities and each +controller in the form set out in Appendix 9A or in such other form as ASX requires or permits applying the restrictions in Appendix 9B or such other restrictions as ASX, in its discretion, decides; (c) if ASX agrees that the requirement in rule 9.1(b) should not apply in a particular case, instead give a +restriction notice in writing to the holder of the +restricted securities in the form set out in Appendix 9C or in such other form as ASX requires or permits applying the restrictions in Appendix 9B or such other restrictions as ASX, in its discretion, decides; (d) unless ASX otherwise agrees in writing, for the duration of the applicable restrictions: (i) not amend or remove any provisions included in its constitution under rule 9.1(a); (ii) not vary or terminate any +restriction deed entered into under rule 9.1(b); and (iii) not vary or terminate any +restriction notice given under rule 9.1(c); (e) subject to rule 9.1(i) below, if the +restricted securities are in the same +class as +quoted securities, unless ASX otherwise agrees in writing, for the duration of the applicable restrictions: (i) enter and keep the +restricted securities on its +issuer sponsored subregister; + See chapter 19 for defined terms 1 December 2019 Page 901 Chapter 9 Restricted securities (ii) identify in its +issuer sponsored subregister that the +securities are +restricted securities; (iii) apply a +holding lock to the +restricted securities; and (iv) not register a transfer of, or acknowledge any other +disposal of, the +restrictedsecurities; (f) if the entity uses a third party to maintain its +issuer sponsored subregister, provide to ASX a written undertaking from that third party to comply with rule 9.1(e); (g) subject to rule 9.1(i) below, if the +restricted securities are not in the same +class as quoted +securities, unless ASX otherwise agrees in writing, for the duration of the applicable restrictions: (i) enter and keep the +restricted securities on its +certificated subregister; (ii) identify in its +certificated subregister that the +securities are +restricted securities; (iii) state on the certificate for the +securities that they are +restricted securities under the ASX Listing Rules and are not able to be transferred or otherwise disposed of by the holder except in accordance with those rules; (iv) provide to ASX an undertaking in writing from a bank or +recognised trustee to hold the certificate for the +securities in escrow and not to deliver it up to any party until the expiry of those restrictions; and (v) not register a transfer of, or acknowledge any other +disposal of, the +restrictedsecurities; (h) if the entity uses a third party to maintain its +certificated subregister, provide to ASX a written undertaking from that third party to comply with rule 9.1(g); and (i) if the +restricted securities have CDIs issued over them: (i) if and to the extent that the holder holds CDIs for the +restricted securities, comply with rule 9.1(e) in relation to the CDIs; and (ii) if and to the extent that the holder holds the +underlying securities, comply with rule 9.1(g) in relation to the underlying securities. Introduced 01/07/98 Amended 01/12/19 Note: The definition of restricted securities includes securities ASX decides are restricted securities (see the definition of the term in rule 19.12). 9.2 Unless ASX decides otherwise, requirements in rule 9.1 do not apply in the circumstances described in clauses 1, 2, 3, 4, 6 and 7 of Appendix 9B in relation to any of the following entities: (a) an entity that is admitted under the profit test in rule 1.2. (b) an entity that has a track record of profitability or revenue acceptable to ASX. (c) an entity that, in the opinion of ASX, has a substantial proportion of its assets as tangible assets or assets with a readily ascertainable value. Introduced 01/07/98 Amended 01/12/19 When restrictions must be applied 9.3 An entity which issues +restricted securities, or has them on issue, and which is: (a) applying for admission to the official list, must comply with rule 9.1 before it is admitted to the official list; (b) required under rule 10.7 to issue +restricted securities to a vendor of a +classified asset, must comply with rule 9.1 before the vendor gets the +restricted securities or any rights in relation to them; or + See chapter 19 for defined terms 1 December 2019 Page 902 Chapter 9 Restricted securities (c) required under rule 11.1.3 to re-comply with chapters 1 and 2, must comply with rule 9.1 before its +securities will be re-instated to +quotation. Introduced 01/07/96 Origin: Listing Rule 3T(1)(f) Amended 01/12/19 Note: Rule 9.3(b) does not prevent the entity agreeing with the vendor to issue restricted securities on condition that rule 9.1 is complied with before the securities are issued. Enforcement of restrictions 9.4 Subject to rules 9.5 and 9.6, an entity must comply with, and enforce, a +restriction deed, and enforce its constitution, to ensure compliance with the requirements for +restricted securities. Introduced 01/07/96 Amended 01/12/19 Note: The requirements for restricted securities are in this chapter, rule 15.12, and Appendices 9A, 9B and 9C. Treatment of restricted securities in a takeover bid or merger 9.5 An entity may allow the removal of a +holding lock to enable the holder of +restricted securities to accept an offer under a takeover bid if and only if all of the following conditions are met: (a) the offers are for all of the ordinary +securities and, if the +restricted securities are not ordinary +securities, all the +securities in the same +class as the +restricted securities; (b) holders of at least half of the +securities in the bid class that are not +restricted securities to which the offers relate have accepted; (c) if the offer is conditional, the bidder and the holder agree in writing that the +holding lock will be re-applied to each +restricted security that is not bought by the bidder under the offer; and (d) where applicable, the +holding lock is re-applied in accordance with the agreement referred to in (c) above. An entity may also allow the removal of a +holding lock to enable the holder of +restricted securities to be transferred or cancelled as part of a merger by way of scheme of arrangement under Part 5.1 of the Corporations Act if and only if the entity and the holder agree in writing that the +holding lock will be re-applied if the merger does not take effect and, where applicable, the +holding lock is re-applied in accordance with that agreement. Introduced 01/07/97 Amended 01/07/98, 13/03/00, 30/09/01, 01/12/19 Note: “Takeover bid” has the same meaning as in section 9 of the Corporations Act. The reference to a “merger” by way of scheme of arrangement under Part 5.1 of the Corporations Act covers any form of business combination effected via such a scheme. Transfers with no change in beneficial ownership 9.6 An entity may allow the removal of a +holding lock to enable the holder of +restricted securities to transfer some or all of those of +securities to a related party of the holder, if and only if all of the following conditions are met: (a) the transfer does not involve any change in the beneficial ownership of the +restricted securities; (b) if the entity has entered into a +restriction deed with the holder under rule 9.1(b), the entity, the transferee and each +controller of the transferee enter into an equivalent +restriction deed in the form set out in Appendix 9A or in such other form as ASX requires or permits immediately following the transfer restricting the +disposal of the +securities for the duration of the escrow period applicable to the +restricted securities; and (c) if the entity has given a notice to the holder under rule 9.1(c), the entity gives an equivalent notice to the transferee in the form set out in Appendix 9C or in such other form as ASX requires or permits immediately following the transfer restricting the +disposal of the +securities for the duration of the escrow period applicable to the +restricted securities. + See chapter 19 for defined terms 1 December 2019 Page 903 Chapter 9 Restricted securities End of Section. Next page is no. 1001. + See chapter 19 for defined terms 1 December 2019 Page 904 Chapter 10 Transactions with persons in a position of influence Chapter 10 Transactions with persons in a position of influence Table of Contents The main headings in this chapter Rules Acquisition and disposal of assets 10.1 - 10.9 Acquisition of securities in the entity 10.11 - 10.16 Payments to directors 10.17 - 10.17B Termination benefits 10.18 - 10.19 Explanatory note This chapter deals with transactions between an entity (including its +child entities) and persons in a position to influence the entity. Transactions covered by this chapter include +acquiring and +disposing of substantial assets by the entity, and +acquiring +securities in the entity. The chapter also deals with participation by directors (and persons associated with directors) in +employee incentive schemes, payments to directors and termination benefits. Acquisition and disposal of assets Approval required for certain acquisitions or disposals 10.1 An entity (or, in the case of a trust, the +responsible entity of the trust) must ensure that neither the entity, nor any of its +child entities, +acquires or agrees to +acquire a substantial asset from, or +disposes of or +agrees to dispose of a substantial asset to, any of the following +persons without the approval of the holders of the entity’s +ordinary securities. 10.1.1 A +related party of the entity. 10.1.2 A +child entity of the entity. 10.1.3 A +person who is, or was at any time in the 6 months before the transaction or agreement, a +substantial (10%+) holder in the entity. 10.1.4 An +associate of a +person referred to in rules 10.1.1 to 10.1.3. 10.1.5 A +person whose relationship to the entity or a +person referred to in rules 10.1.1 to 10.1.4 is such that, in ASX’s opinion, the transaction should be approved by +security holders. The notice of meeting to obtain approval must comply with rule 10.5. Introduced 01/07/96 Origin: Listing Rules 3J(3)(a), (b) Amended 01/07/98, 13/03/00, 30/09/01, 01/07/14, 01/12/19 What is a substantial asset? 10.2 An asset is substantial if its value or the value of the consideration being paid or received by the entity for it is, or in ASX’s opinion is, 5% or more of the +equity interests of the entity, as set out in the latest +accounts given to ASX under the listing rules. Introduced 01/07/96 Origin: Listing Rules 3J(3)(a), (b) Amended 01/07/00, 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1001 Chapter 10 Transactions with persons in a position of influence Note: The entity’s equity interests are consolidated equity interests, if applicable. Cross reference: chapter 4, which deals with periodic disclosure and rule 19.11A. 10.2.1 In determining whether an asset meets the threshold in rule 10.2 to be a substantial asset: • whether an asset is classified as a tangible or intangible asset is irrelevant; • if ASX accepts that an asset should be valued using its book value, any provisions for depreciation and amortisation and any impairment charges affecting the asset are to be deducted from its value; • liabilities assumed by the entity as part of an +acquisition or assumed by someone else as part of a +disposal are not to be deducted from the value of the asset being +acquired or +disposed of; and • separate +acquisitions or +disposals will be aggregated if, in ASX’s opinion, they form part of the same commercial transaction. Exceptions to rule 10.1 10.3 Rule 10.1 does not apply to any of the following. (a) An agreement or transaction between the entity and a wholly owned +child entity. (b) An agreement or transaction between wholly owned +child entities of the entity. (c) An agreement or transaction between: (i) entities that are part of a +stapled group; (ii) an entity that is part of a +stapled group and a wholly owned +child entity of that entity; (iii) an entity that is part of a +stapled group and a wholly owned +child entity of another entity in the +stapled group; (iv) wholly owned +child entities of an entity that is part of a +stapled group; or (v) a wholly owned +child entity of an entity that is part of a +stapled group and a wholly owned +child entity of another entity in the +stapled group. (d) An issue of, or agreement to issue, +securities by the entity for cash. (e) An acquisition or disposal under an agreement to acquire or dispose of a substantial asset. The entity must have entered into the agreement before it was listed and disclosed the existence and material terms of the agreement in the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3, or else complied with the listing rules when it entered into the agreement. (f) An agreement to acquire or dispose of a substantial asset that is conditional on the holders of the entity’s +ordinary securities approving the transaction under rule 10.1 before the agreement is given effect to. If an entity relies on this exception it must not give effect to the agreement without such approval. (g) An agreement or transaction between the entity and a person who would not otherwise be a +related party but for the fact that they believe, or have reasonable grounds to believe, that they are likely to become a +related party in the future because of the agreement or transaction. Introduced 01/07/97 Origin: Listing Rules 3J(3)(h) Amended 13/03/00, 01/12/19 Application of rule 10.1 to options 10.4 In the case of an +acquisition or +disposal of an asset by the grant or exercise of an option, the following rules apply. 10.4.1 The consideration for the +acquisition or +disposal is the total of the issue price of the option and its exercise price. + See chapter 19 for defined terms 1 December 2019 Page 1002 Chapter 10 Transactions with persons in a position of influence 10.4.2 Whether the asset is a substantial asset is to be assessed when the option is granted and also when the option is exercised. 10.4.3 If at the time an option is granted, an asset is not a substantial asset but at the time the option is to be exercised the asset has become a substantial asset, the exercise of the option must be approved under rule 10.1. This can be done at any time before the option is exercised (including before the asset became a substantial asset). Examples: An asset is a substantial asset at the time an option is given to or taken from a party referred to in rule 10.1. The giving or taking of the option must be approved under rule 10.1. No further approval is required under rule10.1 for the exercise of the option. An asset is not a substantial asset at the time an option is given to or taken from a party referred to in rule 10.1. The giving or taking of the option does not require approval under rule 10.1. However, recognising that the asset could become a substantial asset before the option is exercised, the entity seeks and obtains approval under rule 10.1 to the acquisition or disposal of the asset. No further approval is required under rule 10.1 for the exercise of the option. Introduced 01/07/96 Origin: Listing Rule 3J(3)(c)(i) Amended 01/07/97, 01/12/19 Requirements for the notice of meeting under rule 10.1 10.5 The notice of meeting to approve a transaction under rule 10.1 must include each of the following. 10.5.1 The name of the +person from whom the entity is acquiring the substantial asset or to whom the entity is disposing of the substantial asset. 10.5.2 Which category in rules 10.1.1 – 10.1.5 the person falls within and why. 10.5.3 Details of the asset being acquired or disposed of. 10.5.4 The consideration for the acquisition or disposal. 10.5.5 In the case of an acquisition, the intended source of funds (if any) to pay for the acquisition. 10.5.6 In the case of a disposal, the intended use of funds (if any) received for the disposal. 10.5.7 The timetable for completing the acquisition or disposal. 10.5.8 If the acquisition or disposal is occurring under an agreement, a summary of any other material terms of the agreement. 10.5.9 A +voting exclusion statement. 10.5.10 A report on the transaction from an independent expert. The report must state the expert’s opinion as to whether the transaction is fair and reasonable to the holders of the entity’s +ordinary securities whose votes in favour of the transaction are not to be disregarded under rule 14.11. The expert’s opinion as to whether the transaction is fair and reasonable must be displayed prominently in the notice of meeting and on the covering page of any accompanying documents. Introduced 01/07/96 Origin: Listing Rule 3J(3) Amended 01/06/12, 01/12/19 Requirements for independent expert’s report 10.6 The report on the transaction from the independent expert referred to in rule 10.5.10 must meet the following requirements. 10.6.1 The report must be given individually to each holder of the entity’s ordinary securities using the same method as that used to give the notice of meeting. + See chapter 19 for defined terms 1 December 2019 Page 1003 Chapter 10 Transactions with persons in a position of influence 10.6.2 Regardless of the method used to distribute the report on the transaction from an independent expert, the entity must: a) ensure that the report on the transaction by an independent expert is easily accessible on the entity’s website; b) ensure that the address of the entity’s website is provided to the holders of ordinary securities; and c) if requested by a holder of ordinary securities, send to the holder a hard copy of the report on the transaction from an independent expert, at no cost to the holder, and ensure holders are notified of this option in the notice of meeting. Introduced 01/06/12 Amended 01/12/19 Note: A copy of the independent expert’s report on the transaction must also be given to ASX under Listing Rule 15.1.7. Classified assets 10.7 If an +acquisition to which rule 10.1 applies is of a +classified asset, the consideration must be +securities in the entity only and those +securities must be +restricted securities. This requirement does not apply if, and to the extent that, the consideration is reimbursement of expenditure incurred by the vendor in developing the +classified asset. Introduced 01/07/96 Origin: Listing Rules 3J(37), 3J(3)(e) Amended 01/12/19 Note: If restricted securities are issued as consideration for the acquisition or disposal the entity must comply with Chapter 9. Cross reference: Appendix 9B. 10.8 [Deleted] Introduced 01/07/96 Origin: Listing Rules 3J(3)(g)(i), 3J(3)(g)(ii) Deleted 01/12/19 10.9 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3J(3)(g)(ii) Deleted 01/12/19 Requirements for the notice of meeting under rules 10.1 or 10.9 10.10 [Deleted] Introduced 01/07/96 Origin: Listing Rule 3J(3)(c)(ii) Amended 01/06/12 Deleted 01/12/19 10.10A [Deleted] Introduced 01/06/12 Deleted 01/12/19 Acquisition of securities in the entity Approval required for certain issues of securities 10.11 Unless one of the exceptions in rule 10.12 applies, an entity must not issue or agree to issue +equity securities to any of the following +persons without the approval of the holders of its +ordinary securities. 10.11.1 A +related party. 10.11.2 A +person who is, or was at any time in the 6 months before the issue or agreement, a +substantial (30%+) holder in the entity. 10.11.3 A +person who is, or was at any time in the 6 months before the issue or agreement, a +substantial (10%+) holder in the entity and who has nominated a director to the board of the entity (in the case of a trust, to the board of the +responsible entity of the trust) pursuant to a relevant agreement which gives them a right or expectation to do so. + See chapter 19 for defined terms 1 December 2019 Page 1004 Chapter 10 Transactions with persons in a position of influence 10.11.4 An +associate of a +person referred to in rules 10.11.1 to 10.11.3. 10.11.5 A +person whose relationship with the entity or a +person referred to in rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by +security holders. The notice of meeting to obtain approval must comply with rule 10.13. Introduced 01/07/96 Origin: Listing Rules 3E(8)(a), 3E(8)(a)c Amended 01/07/00, 30/09/01, 01/12/19 Note: Where security holders approve an issue of or agreement to issue securities under rule 10.11, the securities must be issued within one month of that approval or else the approval will lapse (see rule 10.13.5). Exceptions to rule 10.11 10.12 The exceptions referred to in rule 10.11 are as follows. Exception 1 An issue of +securities to holders of +ordinary securities made under a +pro rata issue and to holders of other +equity securities to the extent that the terms of issue of the +equity securities permit participation in the +pro rata issue. Introduced 01/07/96 Origin: Listing Rule 3E(8)(a)a Amended 01/12/19 Note: An issue is not precluded from being a pro rata issue for purposes of the listing rules because security holders with addresses outside Australia and New Zealand are excluded from the issue under rule 7.7.1 or because security holders are allowed to subscribe for a greater number of securities than their entitlement under rule 7.11.4 (see the definition of “pro rata issue” in rule 19.12). Exception 1 only applies to securities taken up as part of a pro rata issue. It does not apply to a person taking up all or part of the shortfall of a pro rata issue. For example, a director who has taken up their entitlement in a pro rata issue cannot take up shortfall securities under this exception, even if the shortfall is allocated on a pro rata basis to those participating in the shortfall. Exception 2 An issue of +securities to an +underwriter under an agreement to +underwrite the shortfall on: • a +pro rata issue to holders of +ordinary securities; or • a +pro rata issue to holders of +ordinary securities and to holders of other +equity securities to the extent that the terms of issue of the +equity securities permit participation in the +pro rata issue. The entity must: • have disclosed: • the name of the +underwriter; • the extent of the +underwriting; • the fee, commission or other consideration payable to the + underwriter; and • a summary of the significant events that could lead to the + underwriting being terminated, in the Appendix 3B lodged under rule 3.10.3 in relation to the +pro rata issue or, if the +underwriting was entered into after the Appendix 3B was lodged, by market announcement as soon as practicable following the entry of the +underwriting agreement; and • make the issue to the +underwriter not later than 15 +business days after the close of the offer. In this rule, a reference to an +underwriter (and cognate expressions) includes a sub-underwriter. Introduced 01/07/96 Origin: Listing Rule 3E(8)(a)b Amended 02/11/15, 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1005 Chapter 10 Transactions with persons in a position of influence Note: Exception 2 only applies to an issue of securities to make up the shortfall from a pro rata issue. It does not apply to any other issue of securities under an underwriting agreement (for example, in payment of an underwriting fee or other amount due under an underwriting agreement). The reference in Exception 2 to an “underwriter” includes a sub-underwriter. If a party referred to in rule 10.1.1 to 10.1.5 is issued securities as a sub-underwriter, to fit within this exception, the details disclosed in the Appendix 3B or market announcement referred to in the exception must include the name of that party, the extent of their sub-underwriting, the fee or commission payable to them as sub-underwriter and a summary of the significant events that could lead to the sub-underwriting being terminated. The reference to the “extent of the underwriting” means the amount or proportion of the issue that is underwritten or sub-underwritten (as the case may be). The reference to the “fee, commission or other consideration payable” includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue. Exception 3 An issue of +securities under a +dividend or distribution plan. Exception 3 is only available where the +dividend or distribution plan does not impose a limit on participation. Exception 3 does not apply to an issue of +securities under an agreement to +underwrite the shortfall on a +dividend or distribution plan. Introduced 01/07/96 Origin: Listing Rules 3E(8)(a)e., 3E(8)(b)(ii) Amended 11/03/02, 31/03/04, 01/12/19 Note: Exception 3 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 3 would not apply in the following circumstances: - The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement. - The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities. A restriction on employees participating in a dividend or distribution plan in respect of securities held under an employee incentive scheme is not a limit on participation for the purposes of Exception 3. Cross reference: rule 10.16. Exception 4 An issue of +securities under a +security purchase plan that satisfies the conditions in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 or that would otherwise satisfy those conditions but for the fact that the entity’s securities have been suspended from trading on ASX for more than a total of 5 days during the 12 months before the day on which the offer is made under the plan or, if the securities have been quoted on ASX for less than 12 months, during the period of quotation. Exception 4 is only available once in any 12 month period and both of the following must apply: • The number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue. • The issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded before the day on which the issue was announced, or the day on which the issue was made. Exception 4 does not apply to an issue of +securities under an agreement to +underwrite the shortfall on a +security purchase plan. Introduced 01/07/00 Amended 31/03/04, 01/06/10, 01/07/14, 01/12/19 Note: ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 provides relief from the prospectus and PDS provisions of the Corporations Act for qualifying share and interest purchase plans. Where the conditions in that class order are + See chapter 19 for defined terms 1 December 2019 Page 1006 Chapter 10 Transactions with persons in a position of influence not satisfied, the entity will generally need to prepare a prospectus or PDS for an offer of securities under a security purchase plan. Exception 5 An issue of +securities under a takeover bid or under a merger by way of scheme of arrangement under Part 5.1 of the Corporations Act. Introduced 01/07/96 Origin: Listing Rule 3E(8)(a)f Amended 01/07/97, 13/03/00, 30/09/01, 01/12/19 Note: “Takeover bid” has the same meaning as in section 9 of the Corporations Act. The reference to a “merger” by way of scheme of arrangement under Part 5.1 of the Corporations Act covers any form of business combination effected via such a scheme. Exception 6 An issue of +securities that is approved for the purposes of item 7 of section 611 of the Corporations Act. Introduced 01/12/19 Cross reference: rule 4.10.22 Exception 7 An issue of +securities resulting from the +conversion of +convertible securities. The entity must have issued the +convertible securities: (a) before it was listed and disclosed the existence and material terms of the +convertible securities in the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3, or (b) after it was listed and complied with the listing rules when it did so. Introduced 01/07/98 Amended 01/12/19 Note: An option is a convertible security for the purposes of the Listing Rules. Exception 8 An issue of +equity securities under an +employee incentive scheme made, or taken to have been made, with the approval of the holders of the entity’s +ordinary securities under rule 10.14. Introduced 01/07/96 Origin: Listing Rule 3E(8)(a)d Amended 01/07/14, 01/12/19 Exception 9 A grant of options or other rights to acquire +equity securities under an +employee incentive scheme, where the +securities to be acquired on the exercise of the options or in satisfaction of the rights are required by the +terms of the scheme to be purchased on-market. Introduced 01/07/14 Amended 01/12/19 Note: Exception 9 does not apply to on-market purchases of equity securities of the type referred to in paragraph (a) of listing rule 10.16. Such purchases do not involve an issue of equity securities. They therefore are not caught by listing rule 10.11 and no exception to that rule is needed in relation to them. Exception 10 An issue under an agreement to issue +securities. The entity must have entered into the agreement: (a) before it was listed and disclosed the existence and material terms of the agreement in the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3, or (b) after it was listed and complied with the listing rules when it did so. Introduced 30/09/01 Amended 01/12/19 Exception 11 An agreement to issue +securities that is conditional on the holders of the entity’s +ordinary securities approving the issue under rule 10.11 before the issue is made. If an entity relies on this exception it must not issue the +securities without such approval. Introduced 30/09/01 Amended 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1007 Chapter 10 Transactions with persons in a position of influence Exception 12 An issue of +equity securities under an agreement or transaction between the entity and a +person who would not otherwise be a +related party but for the fact that they believe, or have reasonable grounds to believe, that they are likely to become a +related party in the future because of the agreement or transaction. Introduced 01/07/97 Amended 13/03/00, 30/09/01, 01/12/19 Requirements for the notice of meeting under rule 10.11 10.13 The notice of meeting to approve the issue of +securities to a +person under rule 10.11 must include each of the following. 10.13.1 The name of the +person. 10.13.2 Which category in rules 10.11.1 – 10.11.5 the person falls within and why. 10.13.3 The number and class of +securities to be issued to the +person. Note: Where the number of the securities to be issued is not fixed, this may be expressed as a maximum number or as a formula. 10.13.4 If the +securities are not fully paid +ordinary securities, a summary of the material terms of the +securities. 10.13.5 The date or dates on or by which the entity will issue the +securities, which must not be more than 1 month after the date of the meeting. 10.13.6 The price or other consideration the entity will receive for the issue. Note: Where the price at which the securities are to be issued is not fixed, this may be expressed as a minimum amount or as a formula. 10.13.7 The purpose of the issue, including the intended use of any funds raised by the issue. 10.13.8 If the person is: • a director and therefore a related party under rule 10.11.1; or • an +associate of, or +person connected with, a director under rules 10.11.4 or 10.14.5, and the issue is intended to remunerate or incentivise the director, details (including the amount) of the director’s current total remuneration package. 10.13.9 If the +securities are issued under an agreement, a summary of any other material terms of the agreement. 10.13.10 A +voting exclusion statement. Introduced 01/07/96 Origin: Listing Rule 3E(8)(a)c Amended 01/07/98, 01/07/00, 30/09/01, 24/10/05, 01/12/19 Approval required to acquire securities under an employee incentive scheme 10.14 An entity must not permit any of the following +persons to +acquire +equity securities under an +employee incentive scheme without the approval of the holders of its +ordinary securities. 10.14.1 A director of the entity (in the case of a trust, a director of the +responsible entity of the trust). 10.14.2 An +associate of a +person referred to in rule 10.14.1. + See chapter 19 for defined terms 1 December 2019 Page 1008 Chapter 10 Transactions with persons in a position of influence 10.14.3 A +person whose relationship with the entity or a +person referred to in rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by +security holders. The notice of meeting to obtain approval must comply with rule 10.15. An approval under this rule ceases to be valid if there is a material change to the terms of the scheme from those set out in the entity’s notice of meeting. Introduced 01/07/96 Origin: Listing Rules 3E(8)(a)d, 3W(10) Amended 01/07/00, 30/09/01, 24/10/05, 01/07/14, 01/12/19 Example: An acquisition of securities by a director’s private company or family trust will generally be caught by rule 10.14.2 or 10.14.3. Requirements for the notice of meeting under rule 10.14 10.15 The notice of meeting to approve the +acquisition of +equity securities by a +person under an +employee incentive scheme under rule 10.14 must include each of the following. 10.15.1 The name of the +person. 10.15.2 Which category in rules 10.14.1 – 10.14.3 the +person falls within and why. 10.15.3 The number and class of +securities proposed to be issued to the +person under the scheme for which approval is being sought. Note; where the number of the securities that may be acquired is not fixed, this may be expressed as a maximum number or as a formula. 10.15.4 If the person is: • a director under rule 10.14.1; or • an +associate of, or +person connected with, a director under rules 10.14.2 or 10.14.3, details (including the amount) of the director’s current total remuneration package. 10.15.5 The number of +securities that have previously been issued to the +person under the scheme and the average +acquisition price (if any) paid by the +person for those +securities. 10.15.6 If the +securities are not fully paid +ordinary securities: • a summary of the material terms of the +securities; • an explanation of why that type of security is being used; and • the value the entity attributes to that security and its basis. 10.15.7 The date or dates on or by which the entity will issue the +securities to the +person under the scheme. This must be no later than 3 years after the date of the meeting. 10.15.8 The price at which the entity will issue the +securities to the +person under the scheme. Note: where the price at which the securities will be issued is not fixed, this may be expressed as a formula. 10.15.9 A summary of the material terms of the scheme. Note: The entity may satisfy this obligation by including in, or annexing to the notice of meeting, a copy of the scheme. 10.15.10 A summary of the material terms of any loan that will be made to the +person in relation to the +acquisition. Note: The entity may satisfy this obligation by including in, or annexing to the notice of meeting, a copy of the loan agreement. + See chapter 19 for defined terms 1 December 2019 Page 1009 Chapter 10 Transactions with persons in a position of influence 10.15.11 A statement to the following effect. • Details of any +securities issued under the scheme will be published in the annual report of the entity relating to the period in which they were issued, along with a statement that approval for the issue was obtained under listing rule 10.14. • Any additional +persons covered by listing rule 10.14 who become entitled to participate in an issue of +securities under the scheme after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule. 10.15.12 A +voting exclusion statement. Introduced 01/07/96 Amended 30/09/01, 01/07/14, 01/12/19 10.15A [Deleted] Introduced 30/09/01 Amended 01/07/14 Deleted 01/12/19 Exceptions to rule 10.14 10.16 Rule 10.14 does not apply to the following. (a) +Securities purchased on-market by or on behalf of directors or their +associates under an +employee incentive scheme where the +terms of the scheme permit such purchases. (b) The grant of options or other rights to acquire +securities to directors or their +associates under an +employee incentive scheme, where the +securities to be acquired on the exercise of the options or in satisfaction of the rights are required by the +terms of the scheme to be purchased on-market. (c) An issue of +equity securities pursuant to the exercise of an option or in satisfaction of a right to acquire such +securities granted to directors or their +associates under an +employee incentive scheme. The entity must have issued the option or right: (i) before it was listed and disclosed the information referred to in rules 10.15.1 – 10.15.10 in relation to the option or right in the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3; or (ii) after it was listed and with the approval of the holders of its +ordinary securities under rule 10.14. In each case, the issue of the +equity securities pursuant to the exercise of the option or the performance of the right is taken to have been made with the approval of the holders of its +ordinary securities under rule 10.14. Introduced 01/07/14 Amended 01/12/19 to be re-numbered as rule 10.16. The previous rule 10.16 was deleted on that date. Notes: On-market purchases of securities by or on behalf of directors or their associates under an employee incentive scheme, or to satisfy the entitlements of directors or their associates under options or other rights to acquire securities granted under an employee incentive scheme, are required to be notified to the market under rule 3.19A. They will also generally form part of the remuneration of directors and will therefore be disclosed in an entity’s remuneration report. They are excluded from rule 10.14 on the basis that they do not dilute the interests of other security holders and, because they are effected at market prices, do not raise the same concerns about pricing as an issue of securities. The term "on-market" in this rule has the same meaning as in section 9 of the Corporations Act (rule 19.3). It effectively excludes “special crossings” and crossings effected outside of normal market hours. Payments to directors 10.17 An entity must not increase the total aggregate amount of directors’ fees payable to all of its non-executive directors without the approval of holders of its +ordinary securities. The notice of meeting must include the following: + See chapter 19 for defined terms 1 December 2019 Page 1010 Chapter 10 Transactions with persons in a position of influence • the amount of the increase; • the maximum aggregate amount of directors’ fees that may be paid to all of the entity’s non-executive directors; • details of any +securities issued to a non-executive director under rule 10.11 or 10.14 with the approval of the holders of the entity’s +ordinary securities at any time within the preceding 3 years; and • a +voting exclusion statement. For the purposes of this rule, “directors’ fees” means all fees payable by the entity or any of its +child entities to a non-executive director for acting as a director of the entity or any +child entity (including attending and participating in any board committee meetings) and includes superannuation contributions for the benefit of a non-executive director and any fees which a non-executive director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out-of-pocket expenses, genuine “special exertion” fees paid in accordance with the entity’s constitution, or +securities issued to a non-executive director under rule 10.11 or 10.14 with the approval of the holders of the entity’s +ordinary securities). Introduced 01/07/96 Origin: Listing Rule 3L(7) Amended 01/06/10, 01/07/14 Note 1: This rule does not apply to the director’s fees paid to a non-executive director of a child entity who is not also a director of the entity. Note 2: For the avoidance of doubt, directors’ fees sacrificed to pay for the purchase of securities in the entity (whether under an employee incentive scheme of the type referred to in rule 10.15B or otherwise) must come out of the total amount of directors’ fees approved by the holders of its ordinary securities under rule 10.17. Note 3: ASX does not regard acting as a director of a child entity or attending and participating in normal board committee meetings (such as an audit, nomination, remuneration or risk committee) of the entity or a child entity as a “special exertion” by a director and therefore the fees paid by an entity or any of its child entities to a non-executive director for such services must come out of the total amount of directors’ fees approved by the holders of its ordinary securities under rule 10.17. 10.17A The total amount of directors’ fees paid to the directors of an entity by the entity or any of its +child entities must not exceed the total amount of directors’ fees approved by the holders of its +ordinary securities under rule 10.17. Introduced 01/07/14 Note: This rule does not apply to the director’s fees paid to a non-executive director of a child entity who is not also a director of the entity. 10.17B Rules 10.17 and 10.17A do not apply to the remuneration of an executive director. However, an executive director’s remuneration must not include a commission on, or percentage of, operating revenue. Introduced 01/07/14 Termination benefits 10.18 An entity must ensure that no officer of the entity or of any of its +child entities will be entitled to +termination benefits (or any increase in them) if a change occurs in the shareholding or control of the listed entity or +child entity. Introduced 01/07/96 Origin: Listing Rule 3J(16)(a) 10.19 Without the approval of holders of +ordinary securities, an entity must ensure that no officer of the entity or any of its +child entities will be, or may be, entitled to +termination benefits if the value of those benefits and the +termination benefits that are or may become payable to all officers together exceed 5% of the +equity interests of the entity as set out in the latest +accounts given to ASX under the listing rules. The notice of meeting must include a +voting exclusion statement. Introduced 01/07/96 Origin: Listing Rule 3J(16)(b) Amended 01/07/00 Cross reference: rule 19.11A. End of Section. Next page is no. 1101. + See chapter 19 for defined terms 1 December 2019 Page 1011 Chapter 11 Significant transactions Chapter 11 Significant transactions Table of Contents The main headings in this chapter Rules Change to activities 11.1 - 11.3 No disposal of major asset without offer, or approval for no offer 11.4 Explanatory note This chapter sets out the requirements that an entity must satisfy if it proposes a significant change to its activities or floats significant assets. ASX has issued a Guidance Note on changes to activities. Change to activities Proposed change to nature or scale of activities 11.1 If an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable. It must do so in any event before making the change. The following rules apply in relation to the proposed change. Introduced 01/07/96 Origin: Listing Rule 3S(2)(a), 3S(3) 11.1.1 The entity must give ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for. Introduced 01/07/96 Origin: Listing Rule 3S(3)(a)(i) 11.1.2 If ASX requires, the entity must get the approval of holders of its +ordinary securities and must comply with any requirements of ASX in relation to the notice of meeting. The notice of meeting must include a +voting exclusion statement. Introduced 01/07/96 Origin: Listing Rule 3S(3)(b) Cross reference: Rule 11.2. 11.1.3 If ASX requires, the entity must meet the requirements in chapters 1 and 2 as if the entity were applying for admission to the +official list. Introduced 01/07/96 Origin: Listing Rule 3S(3)(c) Cross reference: ASX Guidance Note. See also rule 3.1. Change involving main undertaking 11.2 If the significant change involves the entity +disposing of its main +undertaking, the entity must get the approval of holders of its +ordinary securities and must comply with any requirements of ASX in relation to the notice of meeting. The notice of meeting must include a +voting exclusion statement. The entity must not enter into an agreement to +dispose of its main +undertaking unless the agreement is conditional on the entity getting that approval. Rules 11.1.1 and 11.1.3 apply. Introduced 01/07/96 Origin: Listing Rule 3S(2)(a) + See chapter 19 for defined terms 30 September 2001 Page 1101 Chapter 11 Significant transactions Note: This rule substitutes for rule 11.1.2 in the case of an entity disposing of its main undertaking. Cross reference: rule 12.3. Suspension 11.3 ASX may suspend +quotation of the entity’s +securities until the entity has satisfied the requirements of rules 11.1 or 11.2. Introduced 01/07/96 Origin: Listing Rule 3S(3)(a)(i) Note: If the entity is required to satisfy rule 11.1.2, but not rule 11.1.3, the suspension will normally be lifted after receipt of security holders’ approval. If approval is not obtained the suspension will normally be lifted after the entity has confirmed that it will not change its activities. If the entity is required to satisfy rule 11.1.3 the suspension will not normally be lifted until the entity has met the requirements of chapters 1 and 2. No disposal of major asset without offer, or approval for no offer 11.4 An entity must not: (a) +dispose of a major asset if, at the time of the +disposal, it is +aware that the +person acquiring the asset intends to offer or issue +securities with a view to becoming listed; (b) +dispose of any of its securities in a +child entity that directly or indirectly holds a major asset with a view to the +child entity becoming listed; or (c) permit a +child entity that directly or indirectly holds a major asset to offer or issue +securitieswith a view to the +child entity becoming listed. 11.4.1 Rule 11.4 does not apply in either of the following cases. (a) The +securities, except those to be retained by the entity, are offered, issued or transferred pro rata to the holders of +ordinary securities in the entity, or in another way that, in ASX’s opinion, is fair in all the circumstances. (b) The holders of +ordinary securities in the entity approve of the transaction without the offer, issue or transfer referred to in rule 11.4.1(a) being made. The notice of meeting must include a +voting exclusion statement. Introduced 01/07/96 Origin: Listing Rule 3J(2) Amended 01/12/19 Cross reference: Rule 7.17. End of Section. Next page is no. 1201. + See chapter 19 for defined terms 1 December 2019 Page 1101 Chapter 12 On-going requirements Chapter 12 On-going requirements Table of Contents The main headings in this chapter Rules Level of operations 12.1 Financial condition 12.2 Proportion of assets in cash 12.3 Level of spread 12.4 Appropriate structure and operations 12.5 Person responsible for communications with ASX 12.6 Registration as a foreign company 12.6A – 12.6B Audit committee 12.7 Remuneration committee 12.8 Trading Policy 12.9 – 12.12 Level of operations 12.1 The level of an entity’s operations must, in ASX's opinion, be sufficient to warrant the continued +quotation of the entity’s +securities and its continued listing. Introduced 01/07/96 Origin: Listing Rule 3J(13) Financial condition 12.2 An entity's financial condition (including operating results) must, in ASX's opinion, be adequate to warrant the continued +quotation of its +securities and its continued listing. Introduced 01/07/96 Origin: Listing Rule 3J(13) Note: Composition of the balance sheet, relative size of liabilities to assets and access to funds are some of the indicators of an entity's financial condition. Proportion of assets in cash 12.3 If half or more of an entity's total assets is cash or in a form readily convertible to cash, ASX may suspend +quotation of the entity’s +securities until it invests those assets or uses them for the entity’s business. The entity must give holders of +ordinary securities in writing details of the investment or use. This rule does not apply to the following. • A bank or a non-bank financial institution. • A +mining exploration entity or an +oil and gas exploration entity, unless ASX decides otherwise. Introduced 01/07/96 Origin: Listing Rule 3J(14) Amended 24/10/05, 01/12/13 + See chapter 19 for defined terms 19 December 2016 Page 1201 Chapter 12 On-going requirements Note: Listing rule 1.3.2 and this rule prevent the listing, or continued quotation, of “cash box” entities. In the case of an entity meeting the admission test for investment entities, ASX generally will not apply this rule provided that the entity has adequately disclosed the time within which it proposes to invest its funds and updates that disclosure if the proposal is revised or altered. Advice to holders must be released to the market. See listing rule 3.17. The entity may also have to comply with listing rule 11.1. Level of spread 12.4 An entity must maintain a spread of +security holdings in its +main class which, in ASX’s opinion, is sufficient to ensure that there is an orderly and liquid market in its +securities. If +CDIs are issued over +securities in the +main class, holders of +CDIs will be included. Introduced 01/07/96 Origin: Listing Rule 3J(9) Amended 01/09/99 Note: This rule ensures that an entity has enough holders in its main class of securities. If the entity also has another class quoted, and the number of holders in that other class falls below the number needed for quotation of it, ASX may end quotation of that class. See Listing rule 17.10. 12.4.1 If ASX requires the entity to obtain sufficient spread, the entity must do each of the following. (a) Obtain the required spread within 3 months after the date ASX requires it to do so. (b) Tell all holders of its quoted +securities in writing that if the required spread is not obtained within 3 months after the date when ASX requires the entity to obtain it, ASX may suspend +quotation of the entity's +securities. The entity must tell the holders in writing within 10 +business days after the date ASX requires it to obtain the spread. Introduced 01/07/96 Origin: Listing Rule 3J(9) Note: Advice to holders must be released to the market. See listing rule 3.17. 12.4.2 ASX’s requirement is not met if the spread is obtained by artificial means. Introduced 01/07/96 Examples: The following ways of obtaining spread are examples of artificial means. • Giving shares away. • Offering non-recourse loans to prospective shareholders to acquire their shares. • Using combinations of nominee companies and names. Appropriate structure and operations 12.5 An entity's structure and operations must be appropriate for a listed entity. Introduced 01/07/96 Example: When deciding if an entity's structure and operations are appropriate for that entity to be listed, one matter that ASX may have regard to is the principles on which the listing rules are based. Person responsible for communications with ASX 12.6 An entity must appoint and at all times have a person responsible for communication with ASX in relation to listing rule matters. If the entity is admitted as an ASX Listing and the person is appointed on or after 1 July 2020, the person must have completed an +approved listing rule compliance course and attained a satisfactory pass mark in the examination for that course. The entity must tell ASX of the initial appointment and any change in the person. Introduced 30/09/01 Amended 11/03/02, 01/12/19 Note: For many entities, the company secretary will be an appropriate person to be responsible for communication with ASX. ASX expects that the person appointed will have a high degree of familiarity with an entity’s operations and have ready access to senior management who have responsibility for day to day management of the entity. + See chapter 19 for defined terms 1 December 2019 Page 1202 Chapter 12 On-going requirements An entity may nominate more than one person to be responsible for communication with ASX under this rule. If it does so, each person must have completed an approved listing rule compliance course and attained a satisfactory pass mark in that examination. The nomination of such a person is for administrative convenience only and does not in any way abrogate the responsibility of the listed entity to comply with the Listing Rules. For the avoidance of doubt, the obligation for a person appointed by an entity on or after 1 July 2020 to be responsible for communication with ASX to have completed an approved listing rule compliance course and attained a satisfactory pass mark in the examination for that course does not apply to ASX Debt Listings or ASX Foreign Exempt Listings. Registration as a foreign company 12.6A A +foreign company must remain registered as a foreign company carrying on business in Australia under the Corporations Act. Introduced 19/12/16 12.6B A trust that is exempted from the requirement to be a registered managed investment scheme must continue to have as its +responsible entity either an +Australian company or a +foreign company that is registered as a foreign company carrying on business in Australia under the Corporations Act. Introduced 19/12/16 Audit committee 12.7 An entity which was included in the +S & P All Ordinaries Index at the beginning of its financial year must have an audit committee during that year. If the entity was included in the +S & P / ASX 300 Index at the beginning of its financial year it must also comply with the recommendations set by the +ASX Corporate Governance Council in relation to composition and operation of the audit committee for the whole of that financial year, unless it had been included in that index for the first time less than 3 months before the beginning of that financial year. An entity that is included in the +S & P / ASX 300 Index for the first time less than 3 months before the first day of its financial year but did not comply with the recommendations set by the +ASX Corporate Governance Council in relation to composition and operation of the audit committee at that date must take steps so that it complies with those recommendations within 3 months of the beginning of the financial year. Introduced 01/01/03 Origin: Listing rule 4.10.2 Amended 03/05/04, 11/01/10, 01/05/13, 01/07/14 Note: If the entity is a trust, its audit committee may also be the responsible entity’s audit committee. The S&P/ASX 300 Index is reviewed semi-annually. If an entity was included in the index on the first day of its financial year but is subsequently not included in the index following a review, it must comply with this rule for the whole of the financial year. If an entity was not included in the index on the first day of its financial year but is subsequently included in the index following a review, it need not comply with this rule for that financial year. Entities which are included in the S&P/ASX 300 Index for the first time have a transitional period to constitute an audit committee that complies with the recommendations of the ASX Corporate Governance Council. Examples: (1) An entity has a balance date of 30 June. It is included in the S&P/ASX 300 Index for the first time in September 2010. It will be required to have an audit committee that complies with the recommendations of the ASX Corporate Governance Council constituted by no later 1 July 2011. (2) An entity has a balance date of 31 March. It is included in the S&P/ASX 300 for the first time in early March 2010. It will be required to have an audit committee that complies with the recommendations of the ASX Corporate Governance Council constituted by no later than 1 July 2010. Cross reference: Listing rule 4.10.3. Remuneration Committee 12.8 An entity, which was included in the +S & P / ASX 300 Index at the beginning of its financial year, must have a +remuneration committee, comprised solely of non executive directors, for the entire duration of that financial year. Introduced 01/07/11 + See chapter 19 for defined terms 1 December 2019 Page 1203 Chapter 12 On-going requirements Note: The +S & P / ASX 300 Index is reviewed semi-annually. If an entity was included in the Index on the first day of its financial year, but is subsequently not included in the Index following a semi-annual review, it must comply with this rule for the whole of the financial year. If an entity was not included in the Index on the first day of its financial year, but is subsequently included in the Index following a semi-annual review, it need not comply with this rule for that financial year. If the entity is a trust its remuneration committee may also be the responsible entity’s remuneration committee. Where an entity is part of a corporate group, that has one or more related bodies corporate in the +S & P / ASX 300 Index, the board of that entity may utilise a remuneration committee of a related body corporate in the +S & P / ASX 300 Index in order to satisfy the requirements of listing rule 12.8. Trading Policy 12.9 An entity must have a +trading policy that complies with the requirements of ASX listing rule 12.12. An entity must give its +trading policy to the +market announcements office for release to the market. Introduced 01/01/11 Amended 01/05/13 12.10 Where an entity makes a material change to their +trading policy such entity must give the amended +trading policy to the +market announcements office for release to the market within 5 +business days of the material changes taking effect. Introduced 01/01/11 Amended 01/05/13 12.11 An entity must give its +trading policy to ASX immediately on request by ASX. Introduced 01/01/11 Content of Trading Policy 12.12 At a minimum, an entity’s +trading policy must include the following information: 12.12.1 The entity’s +closed periods. 12.12.2 The restrictions on trading that apply to the entity’s +key management personnel. 12.12.3 Any trading which is not subject to the entity’s +trading policy. 12.12.4 Any exceptional circumstances in which the entity’s +key management personnel may be permitted to trade during a +prohibited period with prior written clearance. 12.12.5 The procedures for obtaining prior written clearance for trading under rule 12.12.4. Introduced 01/01/11 Cross-reference: ASX Guidance Note 27 – Trading Policies. End of Section. Next page is no. 1301. + See chapter 19 for defined terms 1 December 2019 Page 1204 Chapter 13 Additional requirements for trusts Chapter 13 Additional requirements for trusts 13.1 Introduced 1/7/96. Origin: Preamble to Section 2F. Amended 1/7/98. Deleted 30/9/2001. 13.2 Introduced 1/7/96. Origin: Listing Rule 2F(3). Deleted 30/9/2001. 13.3 Introduced 1/7/96. Origin: Listing Rule 2F(23)(b). Deleted 30/9/2001. 13.4 Introduced 1/7/96. Origin: Listing Rule 2F(23)(a). Deleted 30/9/2001. 13.5 Introduced: 1/7/96. Origin: Listing Rule 2F(32). Deleted 30/9/2001. 13.6 Introduced 1/7/96. Amended 1/7/98. Deleted 30/9/2001. Refer rule 19.11B. + See chapter 19 for defined terms 30/9/2001 Page 1301 Chapter 14 Meetings Chapter 14 Meetings Table of Contents The main headings in this chapter Rules General meetings 14.1 - 14.9 Voting exclusion statement 14.11 Explanatory note The following table gives an overview of rules which require meetings. It also indicates if there are special notice requirements under the rules for those meetings. Rule Heading of rule Particular notice requirements under the listing rules to be in the notice of meeting? 6.20.3 Participation in new issues of underlying securities Yes 6.22.2A Change of option’s exercise price or the number Yes of underlying securities 6.23.1, Other changes in terms of options Yes 6.23.2 and 6.23.4 7.1 Issues exceeding 15% of capital Yes 7.1A.2 Additional issuance capacity for eligible entities Yes Introduced 01/08/12 7.2 Exceptions to rule 7.1 Yes Exception 13 7.4 Subsequent approval of an issue of securities Yes 7.6 Issues before a meeting to appoint or remove No directors or +responsible entity 7.9 Issues during a takeover No 7.21 Reorganisation of convertible securities (except No options) 7.22.6 Reorganisation of options No + See chapter 19 for defined terms 1 December 2019 Page 1401 Chapter 14 Meetings Rule Heading of rule Particular notice requirements under the listing rules to be in the notice of meeting? 7.26.1 and Cancelling forfeited shares by a limited liability Yes 7.26.3 company 10.1 Approval required for certain acquisitions or Yes disposals 10.11 Approval required for certain issues of securities Yes 10.14 Approval required for certain issues of securities Yes under an employee incentive scheme 10.17 Payments to directors Yes 10.19 Termination benefits Yes 11.1.2 Change to activities If ASX specifies General meetings Content of notice 14.1 If a listing rule requires a notice of meeting to include information, that information may be in the notice or accompany it. Introduced 01/07/96 14.1A A notice of meeting which contains a resolution seeking an approval of +security holders under the listing rules must summarise the relevant rule and what will happen if +security holders give, or do not give, that approval. Introduced 01/12/19 Example: A notice of meeting seeking an approval to an issue of equity securities under rule 7.1 or 7.4 should explain the effect that giving the approval will have on the entity’s ongoing capacity to issue equity securities without security holder approval under rule 7.1. Requirements for proxy forms 14.2 A notice of meeting must include a proxy form which satisfies the following rules. 14.2.1 The proxy form must, in respect of each resolution, provide for the +security holder to direct the proxy: • to vote for the resolution; • to vote against the resolution; or • to abstain from voting on the resolution. Introduced 01/07/96 Origin: Listing Rule 3K(4) Amended 01/07/14 Note: The form may also provide that in the absence of such a direction the proxy is authorised to vote or abstain from voting on any resolution in their discretion. 14.2.2 If the proxy form specifies that the Chair of the meeting is appointed as proxy if the +security holder does not appoint another person to act as the +security holder’s + See chapter 19 for defined terms 1 December 2019 Page 1402 Chapter 14 Meetings proxy or the Chair is appointed proxy by default, the form must also include a statement as to how the Chair of the meeting intends to vote undirected proxies. Introduced 01/07/14 Note: An entity may wish to include in a proxy form an acknowledgement to the effect that the statement as to how the Chair of the meeting intends to vote undirected proxies necessarily expresses the Chair’s intention at a particular point in time and that, in exceptional circumstances, the Chair’s intention may change subsequently. If there is a change to how the Chair intends to vote undirected proxies, ASX would expect the entity to make an immediate announcement to the market stating that fact and explaining the reasons for the change. 14.2.3A [Deleted] Deleted 01/07/14 14.2.3B [Deleted] Introduced 30/09/01 Amended 24/10/05 Deleted 01/07/14 CDIs 14.2A If an +entity has +CDIs issued over its +securities, it must allow +CDI holders to attend any meeting of holders of the +underlying securities unless the laws of the jurisdiction in which the entity is established prevent the +CDI holders attending the meeting. Introduced 01/09/99 Election of directors – nominations 14.3 An entity must accept nominations for the election of directors up to 35 +business days (in the case of a meeting that members have requested directors to call, 30 +business days) before the date of a general meeting at which directors may be elected, unless the entity's constitution provides otherwise. This rule does not apply to an externally managed trust. Introduced 01/07/96 Origin: Listing Rule 3L(2) Amended 01/09/99, 24/10/05, 01/12/19 Note: This rule applies to meetings called by the entity of its own accord and to meetings requested under the Corporations Act and called by the entity. See section 249D. Cross reference: rule 3.13. Election of directors – rotation 14.4 A director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. However, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. This rule does not apply to the managing director (but if there is more than one managing director, only one is entitled not to be subject to re-election). This rule also does not apply to an externally managed trust. Introduced 01/07/96 Origin: Listing Rule 3L(1) Amended 01/12/19 Note: This rule applies from the time of an entity’s admission to the official list. A director appointed prior to the entity’s admission to the official list must not hold office (without re-election) past the third annual general meeting following the entity’s admission to the official list or 3 years following the entity’s admission to the official list, whichever is longer. A director appointed to fill a casual vacancy or as an addition to the board prior to an entity’s admission to the official list is not required to stand for re-election at the next annual general meeting following the entity’s admission to the official list, provided she or he does not hold office past the time limits mentioned in the preceding sentence and the requirements of Listing Rule 14.5 are otherwise met. Cross-reference: Rule 14.5. 14.5 An entity which has directors must hold an election of directors at each annual general meeting. Introduced 01/07/96 Origin: Listing Rule 3L(1) Amended 02/11/15 Note: This rule applies even where no director is required to stand for re-election at an annual general meeting under rule 14.4. An entity must have at least one director stand for election or re-election at each annual general meeting. If it is not having a new director stand for election and no director is due to stand for re-election under rule 14.4, the + See chapter 19 for defined terms 1 December 2019 Page 1403 Chapter 14 Meetings entity must select at least one of its existing directors to stand for re-election. Typically an entity will do this by calling for a volunteer or by drawing lots. Cross-reference: Listing Rule 14.4. Compliance with listing rule requirements 14.6 The approval of +security holders is not effective for the purpose of the listing rules unless the notice of meeting includes everything that the relevant rule requires it to include and the entity complies with rule 14.7. Introduced 01/07/96 Origin: Listing Rule 3J(36) and 3K(6) 14.7 If an entity states in a notice of meeting that it will do something that the listing rules require it to do, the entity must do that thing. If the thing is to be done by another +person, the entity must take all reasonable steps to ensure that the other +person does it. Introduced 01/07/96 Origin: Listing Rules 3J(36) and 3K(6) Scrutinising votes 14.8 If ASX asks, an entity must appoint its auditor, or another +person selected with the approval of ASX, as scrutineer to decide the validity of votes cast at a general meeting and whether the votes that should have been disregarded were disregarded. Introduced 01/07/96 Origin: Listing Rule 3K(7) Approval usually means ordinary resolution 14.9 A requirement in the listing rules for approval by +security holders means approval by ordinary resolution at a general meeting of the holders of +ordinary securities unless otherwise specified. Introduced 01/07/96 Voting by employee incentive schemes 14.10 +Securities held by or for an employee incentive scheme must only be voted on a resolution under these rules if and to the extent that: (a) they are held for the benefit of a nominated participant in the scheme; (b) the nominated participant is not excluded from voting on the resolution under these rules; and (c) the nominated participant has directed how the +securities are to be voted. Introduced 01/12/19 Voting exclusion statement 14.11 If a rule requires a notice of meeting to include a +voting exclusion statement, the notice of meeting must contain a statement to the following effect. The entity will disregard any votes cast in favour of the resolution by or on behalf of: • the named person or class of persons excluded from voting; or • an +associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or + See chapter 19 for defined terms 1 December 2019 Page 1404 Chapter 14 Meetings • the +chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the +chair to vote on the resolution as the chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Introduced 01/07/96 Amended 01/07/14, 01/12/17, 01/12/19 Note: Where a proposed resolution relates directly or indirectly to the remuneration of key management personnel and the entity is a company that is subject to section 250BD of the Corporations Act, the entity must remember to also include the voting exclusions required under that section. Cross reference: listing rule 14.2.3. 14.11.1 The +person excluded from voting in favour of the resolution must be named or described in the notice of meeting. The +persons who must be named or described are the following. Rule Disregard votes cast by: 6.20.3 a +person who is expected to participate in the proposed issue Introduced 01/07/96, 01/12/19 6.22.2A a +person who is expected to participate in the proposed issue Introduced 01/07/97, 01/12/19 6.23 a +person who holds an option that is the subject of the approval Introduced 01/07/96 7.1 in the case of a proposed issue under a +reverse takeover, the +reverse takeover target and any +person who will obtain a material benefit as a result of the +reverse takeover or the proposed issue (except a benefit solely by reason of being a holder of +ordinary securities in the entity or the +reverse takeover target) in the case of a proposed issue to fund a +reverse takeover, the +reverse takeover target, any +person who is expected to participate in the proposed issue, and any +person who will obtain a material benefit as a result of the +reverse takeover or the proposed issue (except a benefit solely by reason of being a holder of +ordinary securities in the entity or the +reverse takeover target) otherwise, a +person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of +ordinary securities in the entity) Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(viii) Amended 01/07/97, 30/09/01, 01/07/14, 01/12/17, 01/12/19 Note: Guidance Note 21 The Restrictions on Issuing Equity Securities in Chapter 7 of the Listing Rules has guidance on what constitutes a material benefit for the purposes of this voting exclusion. + See chapter 19 for defined terms 1 December 2019 Page 1405 Chapter 14 Meetings Rule Disregard votes cast by: 7.1A if at the time the approval is sought the entity is proposing to make an issue of equity securities under rule 7.1A.2, any +person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of +ordinary securities in the entity) Introduced 01/12/19 Note: Guidance Note 21 The Restrictions on Issuing Equity Securities in Chapter 7 of the Listing Rules has guidance on what constitutes a material benefit for the purposes of this voting exclusion. 7.2 a person who is eligible to participate in the +employee incentive scheme Exception 13 Introduced 01/07/96 Origin: Listing Rule 3E(6)(c)(viii)b.iii Amended 01/10/96, 01/07/98, 24/10/05, 01/12/19 7.4 a +person who participated in the issue or is a counterparty to the agreement being approved Introduced 01/07/96 Origin: Listing Rule 3E(6)(d)(vi) Amended 01/12/19 7.6 Exception 6 a +person who is expected to participate in the proposed issue Introduced 01/12/19 7.9 Exception 6 a +person who is expected to participate in the proposed issue Introduced 01/12/19 7.26 a +person whose shares are to be cancelled or liability released or waived Introduced 01/07/96 Origin: Listing Rule 3J(32)(a)(i)c, 3J(32)(a)(iii)c 10.1 the person disposing of the substantial asset to, or acquiring the substantial asset from, the entity and any other +person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of +ordinary securities in the entity) Introduced 01/07/96 Origin: Listing Rule 3J(3)(d) Amended 01/12/19 Note: Guidance Note 24 Acquisitions and Disposals of Assets Involving Persons in a Position of Influence has guidance on what constitutes a material benefit for the purposes of this voting exclusion. 10.11 the +person who is to receive the +securities in question and any other +person who will obtain a material benefit as a result of the issue of the +securities (except a benefit solely by reason of being a holder of +ordinary securities in the entity) Introduced 01/07/96 Origin: Listing Rule 3E(8)(a)c.iii Amended 01/12/19 Note: Guidance Note 25 Issues of Securities to Persons in a Position of Influence has guidance on what constitutes a material benefit for the purposes of this voting exclusion. 10.14 a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the +employee incentive scheme in question. Introduced 01/07/96 Origin: Listing Rules 3E(8)(a)d.(v), 3W(10)(vi) Amended 01/10/96, 01/07/98, 24/10/05, 01/07/14, 01/12/19 10.17 a director of the entity (or, in the case of a trust, a director of the +responsible entity of the trust). Introduced 01/07/96 Amended 01/07/98, 24/10/05, 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1406 Chapter 14 Meetings Rule Disregard votes cast by: 10.19 an officer of the entity or any of its +child entities who is entitled to participate in a +termination benefit. Introduced 01/07/96 Origin: Listing Rule 3J(16)(b) 11.1.2 a counterparty to the transaction that, of itself or together with one or more other transactions, will result in a significant change to the nature or scale of the entity’s activities and any other +person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of +ordinary securities in the entity) Introduced 01/07/96 Amended 30/09/01, 01/07/14, 01/12/19 Note: Guidance Note 12 Significant Changes to Activities has guidance on what constitutes a material benefit for the purposes of this voting exclusion. 11.2 the acquirer of the entity’s main undertaking and any other +person who will obtain a material benefit as a result of the disposal of the entity’s main undertaking (except a benefit solely by reason of being a holder of +ordinary securities in the entity) Introduced 01/07/96 Origin: Listing Rule 3S(2)(a) Amended 30/09/01, 01/07/14, 01/12/19 Note: Guidance Note 12 Significant Changes to Activities has guidance on what constitutes a material benefit for the purposes of this voting exclusion. 11.4 the acquirer of the asset and any other +person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of +ordinary securities in the entity) Introduced 01/07/96 Amended 01/12/19 Note: Guidance Note 13 Spin-outs of Major Assets has guidance on what constitutes a material benefit for the purposes of this voting exclusion. in all cases a +person whose votes, in ASX’s opinion, should be disregarded. Introduced 01/07/96 Amended 01/07/14, 01/12/19 Note: If ASX exercises this discretion before the notice of meeting is sent out, that person must be named or described in the notice. 14.11.2 ASX may identify a +person whose votes, in its opinion, should be disregarded despite the notice of meeting having been sent out. If so, the votes of that +person must also be disregarded. The provisions of rules 14.6 and 14.7 apply (with necessary adaptation). Introduced 01/07/96 Note: This rule does not require a further notice of meeting with the name of the person identified by ASX to be sent out. End of Section. Next page is no. 1501. + See chapter 19 for defined terms 1 December 2019 Page 1407 Chapter 15 Requirements for documents Chapter 15 Requirements for documents Table of Contents The main headings in this chapter Rules Giving draft documents to ASX 15.1 Giving final documents to ASX 15.2 - 15.9 Sending documents to overseas security holders 15.10 Rules concerning an entity’s constitution 15.11 - 15.15 Management agreements for investment entities (except pooled 15.16 development funds) Explanatory note ASX has issued a Guidance Note on its +market announcements platform (see Guidance Note 14 ASX Market Announcements Platform). Giving draft documents to ASX 15.1 An entity must give ASX a draft of each of the following documents for examination. The entity must not finalise the document until ASX tells it that ASX does not object to the document. ASX will use all reasonable endeavours to tell the entity within 5 +business days whether it objects, or that it needs more time to examine the document. Introduced 01/07/96 Origin: Listing Rule 3J(33) Amended 01/07/00, 01/12/19 Cross reference: rule 15.2.2. A draft document is given to the home branch. 15.1.1 Proposed amendments to its constitution. Introduced 01/07/96 Origin: Listing Rule 3A(15) Amended 01/12/19 Cross reference: rules 3.17, 15.4.2 and 15.11. Note: The draft must be given to the home branch in a way that enables the changes to be readily identified. The amended constitution must be given to the market announcements office after the amendments have been made. 15.1.2 Proposed amendments to the terms of any +securities. Introduced 01/07/96 Origin: Listing Rule 3A(15) Amended 01/12/19 Note: Section 260FA(1) of the Corporations Act may require a trust deed in relation to debt securities. If a trust deed is required, a copy of any amending deed must be given to ASX under this rule. The draft must be given to the home branch in a way that enables the changes to be readily identified. The amended document must be given to the market announcements office after the amendments have been made. + See chapter 19 for defined terms 1 December 2019 Page 1501 Chapter 15 Requirements for documents 15.1.3 A document to be sent to persons entitled to participate in a new issue under an arrangement or reconstruction. Introduced 01/07/96 Origin: Listing Rule 3E(7)(a) Note: Part 5.1 of the Corporations Act deals with arrangements and reconstructions for a “Part 5.1 body”. Cross reference: rule 3.10.1, Appendix 3B. 15.1.4 A notice of meeting which contains a resolution seeking an approval under the listing rules. Introduced 01/07/96 Origin: Listing Rule 3E(7)(a) Amended 01/12/19 Cross reference: rules 3.10.3, 7.1, 7.1A, 10.11. 15.1.5 A document to be sent to the holders of quoted partly paid +securities concerning a call to be made or an instalment due on the +securities. Introduced 01/07/96 Origin: Listing Rule 3F(1) Amended 01/12/19 Cross reference: Appendix 6A. 15.1.6 A document to be sent to the holders of quoted +convertible securities concerning the conversion or expiry of the +securities. Introduced 01/07/96 Origin: Listing Rule 3G(3) Amended 01/12/19 Cross reference: Appendix 6A. 15.1.7 Any other document to be sent to holders of +securities in connection with seeking an approval under the listing rules. Introduced 01/07/96 Origin: Listing Rules 3J(3)(f), 3N(1)(e), 3S(2)(b), 3W(1)(a)(i), 3W(2)(a) Amended 01/12/19 Cross reference: chapter 14. Giving final documents to ASX Place for lodging documents 15.2 To give a document to ASX, an entity must give it: 15.2.1 to the +market announcements office, if any of the following apply. • The document is for release to the market. Note: Drafts are given to the home branch. Financial statements and annual reports are released to the market. Cross reference: Guidance Note 14 ASX Market Announcements Platform. • ASX has specified the +market announcements office as the place for giving ASX the document. • The document is in response to correspondence from the +market announcements office. • The document was sent to holders of the entity’s +securities. • The document is a +disclosure document, +PDS, +information memorandum, +takeover document, document setting out the terms of +debt securities or +convertible debt securities, or copy of the entity’s constitution. • The document is an Appendix 2A, Appendix 3B or Appendix 4A Introduced 01/07/96 Origin: Listing Rule 3J(1)(a) Amended 01/07/97, 13/03/00, 01/07/00, 11/03/02, 01/01/03, 01/05/13, 19/12/16, 01/12/19 Cross reference: Listing rule 15.3; Guidance Note 14 ASX Market Announcements Platform. 15.2.2 to the +home branch, if any of the following apply. + See chapter 19 for defined terms 1 December 2019 Page 1502 Chapter 15 Requirements for documents • The document is not for release to the market. Example: A draft document. • ASX has specified the +home branch as the place for giving ASX the document. • The document is in response to correspondence from the +home branch and ASX has not specified that the response is to be sent to the +market announcements office. Introduced 01/07/96 Origin: Listing Rule 3J(1)(a) Amended 01/05/13 15.2.3 [Deleted] Introduced 01/07/00 Amended 30/09/01 Deleted 01/01/03 Language of documents 15.2A A document given to ASX, whether for public release or otherwise, must be in English or accompanied by an English translation. Introduced 01/01/12 Method of lodgement of documents 15.3 The following rules apply to documents given to ASX unless ASX agrees otherwise. (a) A document for release to the market must be given to ASX electronically. (b) Where ASX makes available on ASX Online a form relating to a matter, a document for release to the market in relation to that matter must be generated by completing the relevant form and: (i) if the form includes a facility for submitting the form to ASX, by using that facility to lodge the form with ASX; or (ii) if the form does not include a facility for submitting the form to ASX, by lodging the form on ASX Online in the same manner as any other release to the market. (c) Where an entity has lodged a form for release to the market in respect of a matter using a facility referred to in rule 15.3(b)(i), any change to the information in the form must be made by lodging an update to or cancellation of the original form using the same facility. Introduced 01/07/96 Origin: Listing Rule 3J(1)(b) Amended 01/09/99, 01/07/00, 30/09/01, 01/01/03, 22/09/14, 01/12/19 Note: If asked, ASX will agree to accept proxy voting information under section 251AA of the Corporations Act in a non-electronic format, as it is required to do under that Act. ASX Market Announcements does not otherwise accept hand delivered documents. Cross reference: Listing rules 3.20.4, 4.7, 15.4; Guidance Note 14 – ASX Market Announcements Platform; Guidance Note 20 ASX Online. 15.3.1 A document is taken to be given to ASX electronically if each of the following requirements are met. • ASX and the person giving the document to ASX have agreed, in writing, that documents of that kind may be given to ASX and authenticated electronically. • ASX receives the document electronically. • The entity meets the requirements set and published by ASX for giving a document to ASX electronically. Introduced 01/07/00 Amended 01/01/03, 11/01/10 Note: If the document is not given to ASX because the entity does not comply with the agreement or the requirements, the entity will be in breach of the listing rule that requires the entity to give the document to ASX. + See chapter 19 for defined terms 1 December 2019 Page 1503 Chapter 15 Requirements for documents Cross reference: Guidance Note 20 - ASX Online 15.4 An entity must give ASX copies of documents as follows. 15.4.1 [Deleted] Introduced 01/07/96 Amended 01/07/97, 01/07/98, 01/09/99 Deleted 01/01/03 Reintroduced 24/10/05 Deleted 02/11/15 15.4.2 One copy of its constitution, or documents setting out the terms of +debt securities or +convertible debt securities. The entity must also give ASX a copy of the consolidated, amended constitution or documents setting out the terms of debt securities or convertible debt securities after each amendment has been made. Introduced 01/07/96 Origin: Listing Rule 3J(25)(b) 15.4A [Deleted] Introduced: 01/01/03 Deleted 01/05/13 15.5 A document given by an entity to ASX must: (a) include, or be sent with a covering letter that includes, the entity’s name, address and corporate logo, unless a form prescribed by the listing rules or an Australian law is used; (b) be dated; (c) identify the title of the body, or the name and title of the officer, of the entity who authorised the document to be given to ASX; and (d) if the document is an announcement under rule 3.1, include the name, title and contact details of a person who +security holders or other interested parties can contact if they have any queries. Introduced 01/07/96 Origin: Listing Rule 3J(1)(c) Amended 01/12/19 Note: The reference in rule 15.5(c) to a body who authorised the document to be given to ASX includes the board, a committee or sub-committee of the board, or a disclosure committee of the entity. 15.5.1 Rule 15.5 does not apply to a document given to ASX electronically using a facility referred to in rule 15.3(b)(i). Introduced 01/07/00 Amended 01/12/19 Documents not for release to the market 15.6 If a document is not for public release, the entity must prominently mark the document to make that clear. Information in a document that is marked in that way may be released to the market. Introduced 01/07/96 Origin: Listing Rule 3J(1)(d), 3J(10) Note: ASX will normally only release information in a document that is given to the home branch marked not for public release after ASX has told the entity that it will do so. Example: A document marked on the front page “not for public release” meets this requirement. Cross reference: Listing rule 15.8. Entity not to release information to others before ASX 15.7 An entity must not release information that is for release to the market to any +person until it has given the information to ASX and has received an acknowledgement that ASX has released the information to the market. Introduced 01/07/96 Origin: Listing Rule 3J(1)(f) Note: This rule prohibits an entity giving information to the media even on an embargoed basis. + See chapter 19 for defined terms 1 December 2019 Page 1504 Chapter 15 Requirements for documents Cross reference: Listing rule 15.8. 15.7.1 However, an entity may release information that is for release to the market, if it becomes available outside the hours of operation of the +market announcements office, to an overseas stock exchange that requires it. In that case, the entity must give the information to the +market announcements office at the same time, together with advice that it has released it. Introduced 01/07/96 Origin: Listing Rule 3J(1)(e) Amended 01/01/03, 01/05/13 No embargo 15.8 ASX does not recognise an embargo on a document given to it for public release. Introduced 01/07/96 Origin: Listing Rule 3J(10) Documents the property of ASX 15.9 A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents referred to in this rule include a document given to ASX in support of a listing application or in compliance with the listing rules. Introduced 01/07/96 Origin: Listing Rule 3J(10) Sending documents to overseas security holders General rule 15.10 A document that is to be sent to an overseas +security holder must be sent by air or by fax, or in another way that ensures it will be received quickly. Introduced 01/07/96 Origin: Listing Rule 3J(18) Note: This rule is satisfied either by air mail or fax to each holder, or by transport by air of all the documents and surface post to each holder in the country of destination. Example: A document may be printed and posted in the country of destination at the same time it is printed and posted in Australia. Cross reference: Listing rule 7.7. Rules concerning an entity’s constitution General rule 15.11 An entity must have a constitution. Introduced 01/07/96 Amended 01/07/98 15.11.1 If an entity amends its constitution, the constitution (including the amendments) must be consistent with the listing rules. This does not apply if the entity’s constitution includes the provisions in Appendix 15A or Appendix 15B (as applicable). Introduced 01/07/96 Amended 01/07/98 Note: If a listing rule has been waived on an on-going basis, the constitution must be consistent with the rules as waived. See rule 18.1. The ASIC has issued Class Order 98/1808 to allow the constitution of a registered managed investment scheme to include a provision to the effect of Appendix 15A - see ASIC Policy Statement 134, Managed Investments: Constitutions. + See chapter 19 for defined terms 1 December 2019 Page 1505 Chapter 15 Requirements for documents Restricted securities 15.12 For so long as it has any +restricted securities on issue, an entity’s constitution must provide for each of the following. 15.12.1 A holder of +restricted securities must not +dispose of, or agree or offer to +dispose of, the +securities during the escrow period applicable to those +securities except as permitted by the listing rules or ASX. Introduced 01/07/96 Amended 01/12/19 Note: If the constitution allows the restricted securities to be disposed of as permitted by the listing rules or ASX, no amendment is needed to permit the transfer of restricted securities if permission is given for that transfer (eg, in the case of a deceased holder). 15.12.2 If the +restricted securities are in the same +class as quoted +securities, the holder will be taken to have agreed in writing that the +restricted securities are to be kept on the entity’s +issuer sponsored subregister and are to have a +holding lock applied for the duration of the escrow period applicable to those +securities. Introduced 01/12/19 15.12.3 The entity will refuse to acknowledge any +disposal (including, without limitation, to register any transfer) of +restricted securities during the escrow period applicable to those +securities except as permitted by the listing rules or ASX. Introduced 01/07/96 Origin: Listing Rules 1A(1)(b), 1A(1)(c)(i) Amended 01/12/19 15.12.4 A holder of +restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those +securities except as permitted by the listing rules or ASX. Introduced 01/12/19 15.12.5 If a holder of +restricted securities breaches a +restriction deed or a provision of the entity’s constitution restricting a +disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those +securities for so long as the breach continues. Introduced 01/07/96 Origin: Listing Rule 1A(1)(c)(iii) Amended 01/12/19 Note: The definition of “dispose” includes using an asset as collateral. See chapter 19. Cross reference: chapter 9, Appendix 9A Note: The changes to rule 15.12 made on 01/12/19 apply to entities admitted to the official list, or that issue restricted securities, on or after that date. Entities that were admitted to the official list and issued restricted securities before that date must continue to comply with the provisions of rule 15.12 in force immediately prior to that date. Small holdings 15.13 An entity’s constitution must not permit it to sell the +securities of a holder who has less than a +marketable parcel of those +securities unless the constitution provides for both of the matters in rule 15.13A or each of the following. 15.13.1 The entity may do so only once in any 12 month period. 15.13.2 The entity must notify the +security holder in writing of its intention. Note: In the notification to security holders, care should be taken not to mislead holders as to the nature of holding that is being sold. The fact that a holding is less than a “marketable parcel” for the purposes of the Listing Rules does not mean that the holding is not capable of being sold and hence it is potentially misleading to describe the sale as being a sale of an “unmarketable parcel”. 15.13.3 The +security holder must be given at least 6 weeks from the date the notice is sent in which to tell the entity that the holder wishes to retain the holding. 15.13.4 If the +security holder tells the entity under rule 15.13.3 that the holder wishes to retain the holding, the entity will not sell it. + See chapter 19 for defined terms 1 December 2019 Page 1506 Chapter 15 Requirements for documents 15.13.5 The power to sell lapses following the announcement of a +takeover. However, the procedure may be started again after the close of the offers made under the +takeover. 15.13.6 The entity or the purchaser must pay the costs of the sale. 15.13.7 The proceeds of the sale will not be sent until the entity has received any certificate relating to the +securities (or is satisfied that the certificate has been lost or destroyed). Introduced 01/07/96 Origin: Listing Rule 3J(35) Amended 01/07/97, 01/09/99 Cross reference: ASX Settlement Operating Rule 5.12 requires a CHESS holding to be moved onto the Issuer Sponsored subregister or into certificated form before divestment. See also ASX Settlement Operating Rule 8.10.2. 15.13A The matters that the constitution must provide for are as follows. 15.13A.1 The divestment provisions only apply to +securities in a new holding created by the transfer of a parcel of +securities that was less than a +marketable parcel at the time the transfer document was initiated or, in the case of a paper based transfer document, was lodged with the entity. However, the provisions must not apply to +securities transferred before 1 September 1999. Introduced 01/09/99 Amended 11/03/02 Cross reference: ASX Settlement Operating Rule 5.12 requires a CHESS holding to be moved onto the Issuer Sponsored subregister or into certificated form before divestment. See also listing rule 6.12.3, ASX Settlement Operating Rule 8.10.2 and ASX Market Schedule 9.1.3. 15.13A.2 The proceeds of sale of the +securities (less the costs of the sale) must be sent to the holder after the sale. Introduced 01/09/99 15.13B If the constitution of an entity allows divestment of +securities under rule 15.13A, it may also permit the removal or change to a +security holder’s right to vote or to receive dividends (in the case of a trust, distributions) for those +securities. The constitution must also provide for any dividends (in the case of a trust, distributions) that have been withheld to be sent to the holder after the sale. Introduced 01/09/99 Cross reference: rule 6.10.5 Trusts 15.14 A trust which has provisions in its constitution relating to the acquisition of units above a limit or +substantial holdings must not have any sanctions or penalties in the constitution which entitle the responsible entity or any other party to enforce the provisions. Introduced 01/07/96 Origin: Listing Rule 3J(31)(a) Amended 01/07/97, 01/07/98, 13/03/00, 30/09/01 Example: A trust has provisions in its constitution prohibiting anyone acquiring more than 15% of the units on issue without making an offer to all unitholders. The constitution must not have provisions allowing enforcement of this prohibition. A trust has provisions in its constitution saying that a person who acquires more than 80% of the units on issue may compulsorily acquire the outstanding units. The constitution must not have provisions allowing enforcement of this right. Foreign companies 15.15 A +foreign company’s constitution must not include provisions relating to +takeovers or +substantial shareholdings. 15.15.1 A +foreign company listed before 1 July 1996 which has provisions relating to +takeovers or +substantial holdings in its constitution, must not have any sanctions or penalties in the constitution which entitle it or any other party to enforce any provisions + See chapter 19 for defined terms 1 December 2019 Page 1507 Chapter 15 Requirements for documents relating to +takeovers or +substantial holdings. If there are sanctions or penalties in the constitution, they must not be enforced. 15.15.2 This rule does not prohibit provisions relating to +takeovers or +substantial holdings required under the NZX Main Board Listing Rules. Introduced 01/07/96 Origin: Listing Rule 3J(31)(b) Amended 01/07/97, 13/03/00, 19/12/16 Management agreements for investment entities (except pooled development funds) 15.16 A management agreement for an +investment entity (except a +pooled development fund) must provide for each of the following. (a) The manager may only end the management agreement if it has given at least 3 months’ notice. (b) If the term of the agreement is fixed, it must not be for more than 5 years. (c) If the agreement is extended past 5 years, it will be ended on three months’ notice after an ordinary resolution is passed to end it. Introduced 01/09/99 Origin: Guidance note on investment entities. 15.16.1 This rule does not apply if the entity was admitted to the official list before 1 September 1999 and no restrictions on the term of its management agreement were applied by ASX on admission. Introduced 01/09/99 End of Section. Next page is no. 1601. + See chapter 19 for defined terms 1 December 2019 Page 1508 Chapter 16 Fees Chapter 16 Fees Table of Contents The main headings in this chapter Rules Fees for admission 16.1 - 16.2 Fees under rule 11.1 (change to activities) 16.3 Fees for +quotation of additional +securities 16.4 Annual fees 16.5 - 16.6 Additional fees 16.7 Calculation of fees 16.8 - 16.9 Explanatory note This chapter sets out the obligation to pay fees, the refunds available and how fees are calculated. The scales of fees and other related matters are published separately. Fees for admission Entity to pay fees for admission 16.1 An entity seeking admission to the +official list and +quotation of +securities must pay the fees set and published by ASX. It must do so when, and in the manner that, ASX specifies. Introduced 01/07/96 Origin: Listing Rules 1B(1)(e), 4A(1), 4A(2), 4C(1) Refund if entity is not admitted 16.2 If an entity’s application for admission to the +official list is not accepted, ASX will refund an amount set and published by ASX. Introduced 01/07/96 Fees under rule 11.1 (change to activities) 16.3 If ASX applies rule 11.1 and requires compliance with chapters 1 and 2, an entity must pay the fees set and published by ASX. It must do so when, and in the manner that, ASX specifies. Introduced 01/07/96 Fees for quotation of additional securities 16.4 An entity must pay the fees for +quotation of additional +securities set and published by ASX. It must do so when, and in the manner that, ASX specifies. However no fee is payable in any of the following cases, except under rule 16.7. + See chapter 19 for defined terms 1 January 2003 Page 1601 Chapter 16 Fees • +Quotation of shares or +units following the +conversion of quoted +securities. • +Quotation of fully paid +securities following the payment up in full of the amount unpaid on quoted partly paid +securities. • Re-quotation of forfeited shares after they have been sold, or redeemed by the former holder. Introduced 01/07/96 Origin: Listing Rules 3J(5), 4B(1), 4B(2), 4B(3), 4B(6) Amended 01/09/99, 01/12/19 Note: ASX generally prepares a tax invoice when the Appendix 3B seeking quotation of additional securities has been processed and the securities have been quoted, and payment must be made within 7 days of the date of the invoice. Cross reference: Listing rule 2.11; Guidance Note 15 – Schedule of Fees. Annual fees Entity to pay annual fee 16.5 An entity must pay an annual fee as set and published by ASX. It must do so when, and in the manner that, ASX specifies. Fees paid more than 15 +business days after the due date must be paid in cleared funds or by bank cheque. Introduced 01/07/96 Origin: Listing Rules 3J(5), 4C(1), 4C(3), 4C(5)(b), 4E(1) Amended 01/07/97, 01/12/19 Cross reference: Listing rule 17.6. 16.5.1 [Deleted] Introduced 01/07/96 Deleted 01/07/97 Refund if entity is removed on request or after a takeover bid 16.6 If an entity is removed from the +official list before the end of the first half of the year for which the annual fee is payable, ASX will, on application, refund half the annual fee paid if one of the following applies. 16.6.1 The removal is at the request of the entity. 16.6.2 The removal is under rule 17.14 or rule 17.4A. Introduced 01/07/96 Origin: Listing Rule 4C(4) Amended 01/07/97, 13/03/00 Additional fees 16.7 An entity must pay additional fees as set and published by ASX. It must do so when, and in the manner that, ASX specifies. Introduced 01/07/96 Origin: Listing Rules 3J(5), 4D Example: Additional fees are payable for: • Reviewing draft documents. • Making inquiries of the entity about compliance with the listing rules. • Reinstating quotation of securities that have been suspended from quotation. Calculation of fees 16.8 A fee calculated by reference to the value of +securities is calculated by reference to the value as set and published by ASX. Introduced 01/07/96 Origin: Listing Rules 4A(4), 4B(5), 4C(5) 16.9 A fee calculated by reference to quoted +securities is calculated as if quoted +securities include each of the following. + See chapter 19 for defined terms 1 December 2019 Page 1601 Chapter 16 Fees 16.9.1 +Securities for which +quotation has been granted, even if +quotation has been deferred, suspended or subject to a +trading halt. 16.9.2 Forfeited shares which have not been cancelled. Introduced 01/07/96 Origin: Listing Rules 4C(5)(a), 4C(8) End of Section. Next page is no. 1701. + See chapter 19 for defined terms 1 January 2003 Page 1601 Chapter 17 Trading halts, suspension, removal Chapter 17 Trading halts, suspension, removal Table of Contents The main headings in this chapter Rules Trading halts 17.1 Suspension of securities from quotation 17.2 - 17.6 Reinstatement of securities to quotation 17.7 - 17.9 Ending quotation 17.10 Removal from the official list 17.11 - 17.16 Explanatory note This chapter deals with +trading halts, suspending +quotation of an entity’s +securities and removal of an entity from the +official list. An entity’s +securities, or a +class of them, are quoted if they have been granted +quotation under chapter 2. If ASX ends +quotation of the +class, they are no longer a +class of quoted +securities. Application for +quotation would have to be made again in relation to them, and granted, before they could be quoted again. On the other hand, suspension does not amount to a permanent ending of +quotation, and does not mean that the +securities are not quoted +securities. +Securities are not suspended merely because: • transactions in them are interrupted (ie, cannot be effected on +SEATS because ASX has received a market sensitive announcement in relation to the entity); or • they are subject to a +trading halt. Note: For Corporations Act purposes securities which are suspended may lose the character of being quoted. See, for example, Division 2 of Part 1.2A. +Securities that are suspended, or subject to a +trading halt or interruption, may be reinstated to +quotation without a fresh application. If the entity is removed from the +official list, +quotation of all its +securities ends. Application for admission to the +official list and +quotation of +securities would have to be made again, and granted, before the +securities could be quoted again. ASX has issued a Guidance Note on +trading halts. Trading Halts How and when a trading halt occurs 17.1 ASX may grant a +trading halt at the request of an entity. ASX may require the request to be in writing. ASX is not required to act on the entity’s request. The entity must tell ASX each of the following. • Its reasons for the +trading halt. • How long it wants the +trading halt to last. • The event it expects to happen that will end the +trading halt. + See chapter 19 for defined terms 1 July 2014 Page 1701 Chapter 17 Trading halts, suspension, removal • That it is not +aware of any reason why the +trading halt should not be granted. • Any other information necessary to inform the market about the +trading halt, or that ASX asks for. 17.1.1 The length of the +trading halt cannot exceed the period permitted under ASX’s Operating Rules. Amended 11/03/04 Note: ASX Operating Rule 16.4.2 says that a trading halt can be applied for a period not exceeding the commencement of normal trading on the second trading day following the day on which it is requested. Example: On a Monday afternoon a company tells ASX that it expects an important announcement to be made regarding a major acquisition. Owing to the status of negotiations it is uncertain whether the announcement will be made that day or the following day. The company asks for and is granted a trading halt. The trading halt will operate until the announcement is made or the commencement of trading on the Wednesday, whichever occurs sooner. 17.1.2 ASX may suspend +quotation of an entity’s +securities, even if the +securities are subject to a +trading halt. However, if the entity requested the +trading halt (without ASX’s intervention) to prevent trading in its +securities taking place in an uninformed market, ASX will not suspend +quotation of the +securities before the expiry of the +trading halt. Introduced 01/07/96 Amended 01/07/98 Example: ASX intervenes by querying a price or volume movement that results in the request for the trading halt. Cross reference: ASX Guidance Note on trading halts. Suspension of securities from quotation Suspension at entity’s request 17.2 ASX may at any time suspend an entity’s +securities, or a +class of them, from +quotation at the request of the entity. ASX may require the request to be in writing. ASX is not required to act on the entity’s request. The entity must tell ASX each of the following. • Its reasons for the suspension. • How long it expects the suspension to last. • The event it expects to happen that will end the suspension. • That it is not +aware of any reason why its +securities should not be suspended. • Any other information necessary to inform the market about the suspension, or that ASX asks for. Introduced 01/07/96 Suspension not at entity’s request General rule 17.3 ASX may at any time suspend an entity’s +securities, or a +class of them, from +quotation if in ASX’s opinion any of the following applies. 17.3.1 The entity is unable or unwilling to comply with, or breaks, a listing rule. Note: Listing rule 8.1 requires an entity to comply with the ASX Settlement Operating Rules. Listing rule 17.3 may therefore operate if an entity breaks an ASX Settlement Operating Rule. 17.3.2 It is necessary to suspend +quotation to prevent a disorderly or uninformed market. 17.3.3 ASX’s rules require the suspension. Note: ASX’s rules are its listing rules, market rules, and articles of association. + See chapter 19 for defined terms 1 July 2014 Page 1702 Chapter 17 Trading halts, suspension, removal 17.3.4 It is appropriate for some other reason. Introduced 01/07/96 Example: If ASX Settlement suspends an entity’s participation in CHESS, ASX may suspend quotation of the entity’s securities. This may occur for a reason that does not break the ASX Settlement Operating Rules, but it would still affect transfers. Compulsory acquisition 17.4 In the case of a compulsory acquisition following a takeover bid, ASX will suspend +quotation of an entity’s +securities 5 +business days after it receives a copy of the compulsory acquisition notice sent to holders of +securities in the bid class that the bidder is entitled to acquire their +securities. Introduced 01/07/96 Origin: Procedure 2(a) Amended 13/03/00 Note: At 13/3/2000, section 9 of the Corporations Act says that the bid class of securities for a takeover bid is the class of securities to which the securities being bid for belong. 17.4.1 ASX may decide not to suspend +quotation of +securities in a +class that was not the bid class. Introduced 01/07/96 Origin: Procedure 2(a) Amended 01/07/97, 13/03/00 Note: At 13/03/00, section 9 of the Corporations Act says that the bid class of securities for a takeover bid is the class of securities to which the securities being bid for belong. Cross reference: Listing rule 17.14 deals with removal of the entity. 17.4A In the case of a compulsory acquisition under Part 6A.2 of the Corporations Act, ASX will suspend +quotation of an entity’s +securities 5 +business days after it receives written notice from the entity of either of the following. • The objection period set out in the compulsory acquisition notice has ended and holders of at least 10% of the +securities covered by the compulsory acquisition notice have not objected to the acquisition before the end of the objection period. • The court has approved the acquisition under section 664F of the Corporations Act. Introduced 13/03/00 Amended 30/09/01 Note: As at 13/3/2000, if holders of at least 10% of the securities covered by a compulsory acquisition notice object to the proposed acquisition, the 90% holder may apply to the court under section 664F for court approval of the compulsory acquisition. 17.4A.1 ASX may decide not to suspend +quotation of +securities in a +class that was not the +class to which the +securities covered by the compulsory acquisition notice belong. Introduced 13/3/00 Cross reference: Listing rule 17.14 deals with removal of the entity. Failure to lodge documents 17.5 If an entity fails to give ASX the documents required under rules 4.2A, 4.3A, 4.4A, 4.5, 4.7B, 4.7C, 4.12, 5.1, 5.2, 5.3, 5.4 or 5.5 or the +annual report required under rule 4.7, ASX will suspend its +securities from +quotation on the +trading day after the date on which the documents were due. ASX will not waive this rule. Introduced 01/07/96 Origin: Procedures 8(a)(i), 8(b) Amended 01/09/99, 31/03/00, 01/07/00, 01/01/03, 11/01/10, 01/07/14, 01/12/19 Note: The entity’s securities are suspended before trading commences. Failure to pay annual listing fees 17.6 If ASX does not receive payment of an entity’s annual listing fees within 15 +business days after the due date, ASX will suspend +quotation of the entity’s +securities on the next business day. ASX will not waive this rule. Introduced 01/07/96 Origin: Procedures 8(c)(i), 8(d) Amended 01/07/97 + See chapter 19 for defined terms 1 December 2019 Page 1701 Chapter 17 Trading halts, suspension, removal Note: The due date is 31 July (see rule 16.5 and Guidance Note on fees). The entity’s securities are suspended before trading commences. Cross reference: rule 17.15 deals with removal of the entity. Reinstatement of securities to quotation General rule 17.7 ASX may at any time reinstate an entity’s +securities to +quotation. Introduced 01/07/96 Note: Reinstatement does not necessarily mean that ASX accepts that the entity is complying with the rules. Reinstatement after lodging documents 17.8 If an entity’s +securities are suspended under rule 17.5 for failure to lodge documents, ASX will normally reinstate +quotation of the +securities before the commencement of trading on the day after ASX receives the documents and any outstanding fees payable by the entity to ASX. Introduced 01/07/96 Origin: Procedure 8(a)(ii) Amended 01/12/19 Note: ASX may decide not to reinstate quotation if the securities should be suspended for another reason. See rule 17.3. Cross reference: rule 16.7. Reinstatement after payment of annual listing fees 17.9 If an entity’s +securities are suspended under rule 17.6 for failure to pay the listing fees, ASX will normally reinstate +quotation of the +securities before the commencement of trading on the +business day after it receives the listing fees and any other outstanding fees payable by the entity to ASX. Introduced 01/07/96 Origin: Procedure 8(c)(ii) Amended 01/07/97, 01/12/19 Note: ASX may decide not to reinstate quotation if the securities should be suspended for another reason. See rule 17.3. Cross reference: rule 17.15. Ending quotation 17.10 ASX may at any time end +quotation of a +class of an entity’s +securities if either of the following applies. • The entity requests it. • The +securities no longer meet the requirements necessary for +quotation. ASX is not required to act on the entity’s request. Introduced 01/07/96 Note: ASX may require the entity to advise security holders before ending quotation. Example: A class of preference shares may no longer be held by enough holders, because of redemption or conversion of them, and ASX may end quotation of the class. Removal from the official list Removal at entity’s request 17.11 ASX may at any time remove an entity from the +official list at the request of the entity. ASX may require the entity to establish the authority of the +person making the request. If the entity has a seal, ASX may require the request to be under seal. ASX is not required to act on the entity’s request, or may require conditions to be satisfied before it will act on the request. Introduced 01/07/96 Origin: Procedure 2(b) + See chapter 19 for defined terms 1 December 2019 Page 1702 Chapter 17 Trading halts, suspension, removal Note: Removal is usually effective from the close of business on a date ASX chooses. Removal not at entity’s request General rule 17.12 ASX may at any time remove an entity from the +official list if, in ASX’s opinion, any of the following applies. • The entity is unable or unwilling to comply with, or breaks, a listing rule. Note: Rule 8.1 requires an entity to comply with the ASX Settlement Operating Rules if the securities of the entity are CHESS Approved. Rule 17.12 may therefore operate if an entity breaks an ASX Settlement Operating Rule. • The entity has no quoted +securities. • It is appropriate for some other reason. Introduced 01/07/96 Automatic removal after a long suspension 17.13 [Deleted] Introduced 01/07/96 Deleted 30/09/01 Removal following compulsory acquisition notices 17.14 If all the quoted +securities of an entity have been suspended under rule 17.4 or rule 17.4A, ASX will remove the entity at the close of trading on a date decided by ASX. Introduced 01/07/96 Origin: Procedure 2(a) Amended 01/07/97, 13/03/00 Note: Normally the removal takes place on the 3rd business day following the date on which the entity’s securities were suspended. No request for removal is required. Removal for non-payment of annual listing fee 17.15 If an entity does not pay an annual listing fee as required under rule 16.5, ASX will remove the entity from the +official list at the close of trading on the 20th +business day after the due date. ASX will not waive this rule. Introduced 01/07/96 Origin: Procedure 8(c)(i) Amended 01/07/97 Cross reference: rule 17.6. When removal from the official list occurs 17.16 If ASX’s decision to remove an entity from the +official list is conditional, the entity is removed after the conditions are met on a date decided by ASX. If the decision is unconditional, the entity is removed on the date specified in the decision. If no date is specified, the entity is removed on a date decided by ASX. Introduced 01/07/96 Amended 01/07/00 Note: Removal is usually effective from the close of trading on a date decided on by ASX. Example: ASX may require an entity to notify its security holders that it has requested removal and the removal will take place on a set date. End of Section. Next page is no. 1801. + See chapter 19 for defined terms 1 December 2019 Page 1701 Chapter 18 Application of listing rules Chapter 18 Application of listing rules Table of Contents The main headings in this chapter Rules Waivers 18.1 Varying and revoking decisions 18.3 Transitional arrangements 18.4 Discretion applying the rules 18.5 Obligations in relation to the rules 18.6 Censure for breach of the rules 18.8A Change of admission category 18.9 Waivers Granting waivers 18.1 ASX may at any time waive a listing rule, or part of a rule, unless the rule specifies that ASX will not waive it. It may do so: • on the application of an entity or of its own accord; • in relation to a specific entity or class of entities or in relation to all entities generally; and • on any conditions and, if it does so, the conditions must be complied with for the waiver to be effective. ASX will publish waivers periodically. Introduced 01/07/96 Origin: Foreword Amended 01/12/19 Example: ASX may waive a rule of its own accord if an entity applies for waivers of a number of listing rules which ASX is prepared to grant and it becomes apparent that an additional rule should also be waived. On-going waivers 18.2 If a waiver applied on 30 June 1996, it continues to apply in relation to the equivalent rule in these rules, unless ASX decides otherwise. Introduced 01/07/96 Varying and revoking decisions 18.3 ASX may at any time vary a decision under these rules in any way, or revoke it. It may do so on the application of the entity or of its own accord. The variation or revocation has effect from the date specified by ASX. + See chapter 19 for defined terms 1 December 2019 Page 1801 Chapter 18 Application of listing rules 18.3.1 ASX will only vary or revoke a decision with effect from the date on which it notifies the entity of the variation or revocation, unless materially incorrect or incomplete information was given to ASX in support of the decision. In that case, ASX may vary or revoke the decision with effect from the date it was made. Introduced 01/07/96 Amended 01/12/19 Example: Rules 18.3 and 18.3.1 apply to decisions by ASX to grant a waiver under rule 18.1, to take no action in response to a breach of a listing rule under rule 18.5 and to exercise or not exercise any power or discretion conferred under the listing rules under rule 18.5A. Transitional arrangements 18.4 ASX may publish transitional arrangements in relation to any new rule. An entity must comply with the transitional arrangements published by ASX. Introduced 01/07/96 Discretion applying the rules 18.5 ASX may decide to take no action in response to a breach by an entity of a listing rule or a condition imposed under the listing rules. It may do so on any conditions and, if it does so, the entity must comply with the conditions. If ASX takes no action, it is not a waiver of the rule. Introduced 01/07/96 Amended 01/12/19 18.5A ASX may exercise, or decide not to exercise, any power or discretion conferred under the listing rules in relation to an entity in its absolute discretion. It may do so on any conditions and, if it does so, the entity must comply with the conditions. Introduced 01/12/19 Obligations in relation to the rules Complying with the listing rules 18.6 On admission to the +official list, an entity must comply with the listing rules. This applies even if +quotation of the entity’s +securities is deferred, suspended or subject to a +trading halt. Introduced 01/07/96 Origin: Foreword and Appendices 1, 1B, 2 Giving ASX information 18.7 An entity must give ASX any information, document or explanation that ASX: (a) asks for to enable ASX to be satisfied that the entity is, and has been, complying with, or will comply with, the listing rules or any conditions or requirements imposed under the listing rules; or (b) reasonably requires to perform its obligations as a licensed market operator. The entity must do so within the time specified by ASX. In the case of paragraph (a) above, ASX may: • submit, or require the entity to submit, any information, document or explanation given to ASX to the scrutiny of an expert selected by ASX and the entity must pay for the expert; and/or • require the information, document or explanation to be verified under oath. Introduced 01/07/96 Origin: Preamble to Section 3A Amended 01/07/00, 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1802 Chapter 18 Application of listing rules Release of correspondence between ASX and entity 18.7A ASX may release to the market correspondence between it and an entity if ASX has reserved the right to do so and considers that it is necessary for an informed market. Introduced 01/01/03, 01/12/19 Note: ASX does not generally release to the market correspondence between it and an entity except for the following. • A price query issued by ASX and the entity’s response. • A query issued by ASX in respect of compliance with a listing rule, and the entity’s response, if the response includes information not previously released to the market. ASX will tell the entity at the outset if the correspondence will be, or may be, released to the market and will give the entity the opportunity to respond in a form that is suitable for release to the market. If an entity believes that information it gives ASX comes within the exception to listing rule 3.1 in listing rule 3.1A, the entity should raise this issue with ASX at the time the information is given to ASX. Cross-reference: Listing rules 3.1, 3.1A, 3.1B, 15.6, 18.7; Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B. Complying with ASX requirements 18.8 ASX may require an entity to do or refrain from doing any act or thing that, in ASX’s opinion, is necessary to ensure or facilitate compliance with the listing rules, including (without limitation): (a) to give specified information to ASX for release to the market; (b) to update, correct or retract information previously released to the market; (c) not to enter into or perform an agreement or transaction that would breach the listing rules; (d) to cancel or reverse an agreement or transaction entered into in breach of the listing rules; (e) to seek the approval of the holders of its ordinary +securities to an agreement or transaction required under the listing rules; (f) to include specified information in a notice of meeting proposing a resolution under the listing rules; (g) to update, correct or retract any information in a notice of meeting proposing a resolution under the listing rules; (h) to impose a +holding lock on specified +securities; (i) to enforce a provision in its constitution required under the listing rules; (j) to enforce a provision in a deed or any other legal document required to be entered into by the entity under the listing rules; (k) to introduce or update a policy or process to comply with the listing rules; (l) to engage an independent expert to review its policies and processes to comply with the listing rules and to release to the market the findings of, and any changes the entity proposes to make to its compliance policies and processes in response to, the review; and (m) to cause specified officers or employees to undertake a compliance education program in relation to the listing rules, and the entity must comply with that requirement. Introduced 01/07/96 Amended 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1803 Chapter 18 Application of listing rules Note: The reference in this rule to ensuring or facilitating compliance with the listing rules includes ensuring or facilitating compliance with the spirit, intention and purpose of the listing rules (rule 19.2). In deciding whether or not to impose a requirement under (c) or (d) above, ASX will have due regard to the impact that such a requirement may have on innocent third parties (noting that ASX does not regard a person who enters into an agreement or transaction with a listed entity where they know, or ought to know, that the agreement or transaction is a breach of the listing rules, or will be a breach of the listing rules if security holder approval is not obtained, to be an innocent third party for these purposes). Censure for breach of the rules 18.8A Without limiting any other powers ASX may exercise under these rules in relation to the breach, if ASX considers that an entity has breached the listing rules or a condition or requirement imposed under the listing rules and that it is appropriate to do so, ASX may formally censure the entity and release the censure and the reasons for it to the market. Introduced 01/12/19 Note: ASX will generally only exercise its power of censure against an entity where it considers the entity’s breach of the listing rules to be egregious and after first providing the entity with an opportunity to comment on the proposed terms of the censure. Change of admission category 18.9 ASX may at any time change an entity’s admission category to another category. It may do so on the request of the entity or of its own accord. ASX is not required to act on the entity’s request, or may require conditions to be satisfied before it will act on the request. Following advice of the change, the entity must comply with the listing rules applicable to an entity in the new category. Introduced 01/07/96 Origin: Listing Rule 1B(6) Example: ASX may require an ASX Debt Listing to comply with the requirements of chapters 1 and 2 for general admission if the entity seeks quotation of equity securities. 18.9.1 [Deleted] Introduced 01/06/02 Deleted 24/10/05 18.9.2 [Deleted] Introduced 01/06/02 Deleted 24/10/05 18.10 [Deleted] Introduced 31/03/08 Amended 01/08/10 Deleted 24/12/15 18.11 [Deleted] Introduced 31/03/08 Amended 01/08/10 Deleted 24/12/15 End of Section. Next page is no. 1901. + See chapter 19 for defined terms 1 December 2019 Page 1804 Chapter 19 Interpretation and definitions Chapter 19 Interpretation and definitions Table of Contents The main headings in this chapter Rules Interpretation 19.1 - 19.11C Definitions 19.12 Interpretation Principles on which the listing rules are based 19.1 The listing rules are based on the principles set out in the Introduction. Introduced 01/07/96 Entity must comply with spirit, intention and purpose etc of rules 19.2 An entity must comply with the listing rules as interpreted: • in accordance with their spirit, intention and purpose; • by looking beyond form to substance; and • in a way that best promotes the principles on which the listing rules are based. Introduced 01/07/96 Origin: Foreword Note: The principles on which the listing rules are based embody their intention and purpose. See the Introduction. Governing law 19.2A The listing agreement is governed by the laws of New South Wales. Introduced 01/07/00 Submission to jurisdiction 19.2B ASX and an entity do each of the following. 19.2B.1 Irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and to the courts of appeal from the courts of New South Wales. 19.2B.2 Irrevocably waive any immunity or any objection to any action in the courts of New South Wales and the courts of appeal from the courts of New South Wales. 19.2B.3 Irrevocably waive any claim that any action has been brought in an inconvenient forum or to the courts of New South Wales and the courts of appeal from the courts of New South Wales not having jurisdiction. Introduced 01/07/00 + See chapter 19 for defined terms 19 December 2016 Page 1901 Chapter 19 Interpretation and definitions General principles of interpretation 19.3 In these rules unless the context otherwise requires: (a) Expressions that are not specifically defined in the listing rules, but are given a particular meaning in the Corporations Act, have the same meaning in the listing rules. (b) A reference to a provision of a law, ASIC class order or other instrument, ASX’s constituent documents, ASX’s operating rules, ASX’s listing rules, ASX Settlement’s operating rules, ASX Clear’s operating rules or the operating rules of an +approved CS facility is a reference to the provision as: • amended; • re-enacted or replaced; • modified by administrative act; or Example: An ASIC exemption or modification modifies the application of the Corporations Act. • affected by a subordinate instrument. Example: The Corporations Regulations affect the Corporations Act. (c) The singular includes the plural and vice-versa. (d) A reference to a person, body, corporation, trust, partnership, unincorporated body, firm, association, authority or government includes any of them. (e) A word denoting any gender includes all genders. (f) If a word or expression is given a particular meaning, another part of speech or grammatical form of that word or expression has a corresponding meaning. (g) The meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar expressions. (h) A reference to power includes a reference to authority and discretion. (i) A reference to a rule includes a reference to all sub-rules included under that rule. (j) A reference to a chapter of these rules includes a reference to all rules within that chapter. (k) A reference to any rule or Appendix is a reference to that rule or Appendix as amended from time to time. (l) A reference to writing includes typing, printing, lithography, photography, email, facsimile or any other mode of representing or reproducing words in a visible form. (m) a reference to a document includes a document in electronic or digitised form. Introduced 01/07/96 Amended 11/03/04, 03/05/04, 01/08/10, 01/12/19 Conduct 19.4 An act or omission by an entity includes an act or omission caused directly or indirectly by the entity. Introduced 01/07/96 Example: A company that causes a subsidiary to take an action is taking the action indirectly. + See chapter 19 for defined terms 1 December 2019 Page 1902 Chapter 19 Interpretation and definitions Calculation of time 19.5 When a listing rule requires something to be done by a day that is not a +business day, the thing must be done by the preceding +business day. Introduced 01/07/96 19.6 References to time are to local time, unless another time is specified. Introduced 01/07/96 References to currency 19.6A A reference to “$”, “dollar” or “cent” is to Australian currency unless denominated otherwise. Introduced 01/08/12 References to quoted securities 19.6B Except in rule 8.2, a reference to quoted +securities or to +securities being quoted by ASX includes, where CDIs have been issued over an entity’s securities, the +securities over which the CDIs have been issued. Introduced 19/12/16 Notice to an entity by ASX 19.7 A document is to be treated as being given to an entity if it is left at, or is sent by post, fax or e- mail to, the address, fax number or e-mail address: • in the entity’s application for admission; or • given to ASX by the entity or used in correspondence with ASX by the entity. This rule does not prevent a document being given to an entity in any other way permitted by law. Introduced 01/07/96 Origin: Listing Rule 3J(34) Amended 01/01/03 Example: Laws regarding service of documents. 19.7.1 The time that the document is to be treated as being given to an entity is as follows. • If it is delivered, the time of delivery. • If it is posted, on the second +business day after posting. • If it is faxed, when it is received. A successful fax transmission report is sufficient proof of the time of receipt. • If it is e-mailed, when it is received. Introduced 01/07/96 Origin: Listing Rule 3J(34) Amended 01/01/03 Procedural defects 19.8 A procedural defect does not invalidate a decision of ASX. If the defect may result in substantial injustice, an entity may ask ASX to review its decision. Introduced 01/07/96 Appendices are part of the listing rules 19.8A The Appendices are part of the listing rules. Introduced 01/12/19 19.8B An Appendix that sets out a form to be used under or for the purposes of the listing rules may refer to a form made available by ASX from time to time on ASX Online. Where it does so, + See chapter 19 for defined terms 1 December 2019 Page 1903 Chapter 19 Interpretation and definitions ASX will not amend or replace that form on ASX Online without first giving at least 30 days’ notice to ASIC and to the market. Introduced 01/12/19 History, notes etc are not part of the listing rules 19.9 The following are not part of the listing rules. • The Tables of Contents. • The Explanatory notes. • The Introduction (except the principles on which the listing rules are based). • The history, notes, examples and cross references set out beneath particular rules. • The Index. • Guidance Notes. Introduced 01/07/96 How an entity tells ASX 19.10 If a listing rule requires an entity to tell ASX something, the entity must tell ASX in writing. Introduced 01/07/96 19.11 [Deleted] Introduced 01/07/96 Origin: Definitions Deleted 13/03/00 Accounts 19.11A If a listing rule requires an entity to give ASX +accounts, the following rules apply. (a) If the entity controls an entity within the meaning of section 50AA of the Corporations Act or is the holding company of an entity, required by any law, regulation, rule or accounting standard, or if ASX requires, the +accounts must be consolidated +accounts. Note: As at 13/3/2000 section 50AA of the Corporations Act says that an entity controls a second entity if the first entity has the capacity to determine the outcome of decisions about the second entity’s financial and operating policies, and in determining whether the first entity has this capacity, the practical influence that it can exert and any practice or pattern of behaviour affecting the second entity’s financial or operating policies is to be taken into account. A holding company has another body corporate as a subsidiary. See sections 9 and 46. (b) The +accounts must be prepared to Australian accounting standards. If the entity is a +foreign entity the +accounts may be prepared to other standards agreed by ASX. Note: ASX will agree, for example, to the use of International Financial Reporting Standards by a foreign entity. (c) If the listing rule requires audited +accounts, the audit must be conducted in accordance with Australian auditing standards by a registered company auditor. If the entity is a +foreign entity, the audit may be conducted in accordance with other standards agreed by ASX and may be conducted by an overseas equivalent of a registered company auditor. (d) If the listing rule requires +accounts to be reviewed, the review must be conducted in accordance with Australian auditing standards. If the entity is a +foreign entity, the review may be conducted in accordance with other standards agreed by ASX. Unless the listing rule says an independent accountant may conduct the review, it must be conducted by a registered company auditor (or, if the entity is a +foreign entity, an overseas equivalent of a registered company auditor). (e) If there is a +directors’ declaration that relates to the +accounts, the +directors’ declaration must be given to ASX with the +accounts. + See chapter 19 for defined terms 1 December 2019 Page 1904 Chapter 19 Interpretation and definitions (f) If there is a +directors’ report that relates to the period covered by the +accounts, the +directors’ report must be given to ASX with the +accounts. Introduced 01/07/97 Amended 13/03/00, 01/07/00, 30/09/01, 19/12/16 Trusts and stapled entities 19.11B Where the +responsible entity of a trust applies for a trust to be admitted, and the trust is admitted, to the +official list: (a) the trust, rather than the +responsible entity, is regarded as the listed entity and must comply with the listing rules; (b) references in the listing rules to the entity’s assets, liabilities, equity interests, profits, losses or +market capitalisation are to be read as referring to the assets, liabilities, equity interests, profits, losses or +market capitalisation (as the case may be) of the trust; (c) unless otherwise stated, references in the listing rules to the entity’s directors mean: (i) if the trust is +internally managed, the directors of the +responsible entity; or (ii) if the entity is +externally managed, the +responsible entity of the trust; (d) unless otherwise stated, references in the listing rules to the entity’s +chair, +CEO, +CFO or secretary mean the +chair, +CEO, +CFO or secretary of the +responsible entity; and (e) the +responsible entity of the trust has an obligation to ensure that the trust complies with the listing rules. Introduced 30/09/01 Origin: rule 13.6 Amended 01/12/19 19.11C Where a +stapled group applies for and is admitted to the +official list: (a) each entity within the +stapled group is regarded as a listed entity and must comply with the listing rules; but (b) references in the listing rules to the entity’s assets, liabilities, equity interests, profits, losses or +market capitalisation are to be read as referring to the aggregated assets, liabilities, equity interests, profits, losses or +market capitalisation (as the case may be) of all of the entities in the +stapled group. Introduced 01/12/19 References to Australian Stock Exchange Limited 19.11D All references to ‘Australian Stock Exchange Limited’ in the listing rules, guidance notes, appendices, circulars, notices, bulletins, explanatory memoranda and other communications issued or made by ASX under the listing rules are as and from 5 December 2006 taken to be references to ‘ASX Limited’. Introduced 20/07/07 Renumbered 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1905 Chapter 19 Interpretation and definitions Definitions 19.12 The following expressions have the meanings set out below. Introduced 01/07/96 Origin: Definitions Expressions meanings 1C denotes the +low estimate scenario of +contingent resources. Introduced 01/12/13 2C denotes the +best estimate scenario of +contingent resources. Introduced 01/12/13 3C denotes the +high estimate scenario of +contingent resources. Introduced 01/12/13 1P is equivalent to +proved reserves. It denotes a +low estimate scenario of +petroleum reserves. Introduced 01/12/13 2P is equivalent to the sum of +proved reserves plus +probable reserves. It denotes the +best estimate scenario of +petroleum reserves. Introduced 01/12/13 3P is equivalent to the sum of +proved reserves plus +probable reserves plus +possible reserves. It denotes the +high estimate scenario of +petroleum reserves. Introduced 01/12/13 accelerated pro rata issue a +pro rata issue undertaken in accordance with the timetable in paragraph 5, paragraph 6 or paragraph 7 of Appendix 7A or another timetable approved by ASX and which commences with a trading halt. Introduced 14/04/14 Accounts (a) statement of financial position; Note: statement of financial position may be referred to as balance sheet in certain jurisdictions. (b) statement of comprehensive income; Note: statement of comprehensive income may be referred to as profit and loss statement in certain jurisdictions. (c) statement of cash flows; (d) statement of changes in equity; Note: statement of changes in equity may be referred to as statement of retained earnings in certain jurisdictions. (e) notes to the statement of financial position, statement of comprehensive income, statement of cash flows and statement of changes in equity required by any law, regulation, rule or accounting standard; + See chapter 19 for defined terms 1 December 2019 Page 1906 Chapter 19 Interpretation and definitions (f) disclosures in relation to the statement of financial position, statement of comprehensive income, statement of cash flows and statement of changes in equity required by any law, regulation, rule or accounting standard; (g) any other information necessary to give a true and fair view of the financial position and performance of the entity required by any law, regulation, rule or accounting standard. Introduced 01/07/00 Amended 17/12/10 Note: As at 1/7/2004 in the case of an entity which is required to comply with sections 295 and 303 of the Corporations Act, accounts include the documents referred to in sections 295(1) and 303(1) of the Law, except the directors’ declaration about the statements and notes. Cross reference: rule 19.11A. acquire to acquire, directly or indirectly through another +person, by any means, including: • granting, being granted or exercising an option; • being the beneficiary of a declaration of trust over an asset; • enforcing collateral and taking an asset; • increasing an economic interest; or • acquiring part of an asset. Amended 01/12/19 annual report includes +accounts. However, it does not include a concise report. Introduced 01/07/96 Amended 01/07/97, 01/07//98, 01/07/00 approved CS facility a +CS facility approved by ASX that provides clearing and/or settlement functions to ASX. Introduced 03/05/04 Note: ASX Clear is an approved CS facility for clearing and ASX Settlement is an approved CS facility for settlement. approved CS facility’s in relation to ASX Settlement means +CHESS and in relation to any subregister other +approved CS facility means any subregister system operated by the +approved CS facility for the purpose of clearing and settling transactions in securities. Introduced 03/05/04 approved listing rule a listing rule compliance course made available or approved by ASX compliance course from time to time for persons appointed under rule 1.1 condition 13 or rule 12.6 to be responsible for communication with ASX in relation to listing rule matters. Introduced 01/12/19 ASIC Australian Securities and Investments Commission. Introduced 01/09/96 Amended 01/09/99 asset-backed securities +debt securities backed by assets which, at the time of the +debt securities' issue, are evidenced by agreements and intended to produce funds to be applied towards interest payments due on the +securities or repayment of principal on maturity, and includes +property-backed securities. Introduced 24/10/05 + See chapter 19 for defined terms 1 December 2019 Page 1907 Chapter 19 Interpretation and definitions associate save as set out below, a person (the second person) is an associate of another person (the primary person) in relation to a listed entity if, and only if, one or more of the following paragraphs applies: (a) in the case of a primary person who is a natural person, the second person is an entity the primary person controls; (b) in the case of a primary person who is an entity, the second person is: (i) an entity the primary person +controls; or (ii) an entity that +controls the primary person; or (iii) an entity that is controlled by an entity that +controls the primary person; (c) the second person is a person with whom the primary person has, or proposes to enter into, a relevant agreement for the purpose of controlling or influencing the composition of the listed entity’s board or the conduct of the listed entity’s affairs; (d) the second person is a person with whom the primary person is acting, or proposing to act, in concert in relation to the listed entity’s affairs. In paragraphs (a) and (b) above, “entity” means a body corporate, partnership, unincorporated body or a trust and includes, in the case of a trust, the +responsible entity of the trust. If the listed entity is an +externally managed trust, the reference in paragraph (c) above to controlling or influencing the composition of the listed entity's board is taken to be a reference to controlling or influencing whether a particular entity becomes or remains the trust's +responsible entity. If the listed entity is an +internally managed trust, the reference in paragraph (c) above to controlling or influencing the composition of the listed entity's board is taken to be a reference to controlling or influencing the board of the trust's +responsible entity. A +related party of a natural person is to be taken to be an associate of the natural person unless the contrary is established. However, a person is not an associate of another person merely because of one or more of the following: (a) one gives advice to the other, or acts on the other’s behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship; (b) one, a client, gives specific instructions to the other, whose ordinary business includes dealing in financial products, to acquire financial products on the client’s behalf in the ordinary course of that business; (c) one had sent, or proposes to send, to the other an offer under a takeover bid for +securities held by the other; (d) one has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of the listed entity. Introduced 01/07/14 Amended 01/12/17, 01/12/19 Notes: Section 9 of the Corporations Act defines “relevant agreement”. One way in which a related party of a natural person may seek to establish that it is not an associate of the natural person is for the natural person or related party in question to give a statutory declaration or some other form of certification to the listed entity to + See chapter 19 for defined terms 1 December 2019 Page 1908 Chapter 19 Interpretation and definitions that effect. The listed entity should take this and any other information known to it into account when forming a view as to whether or not the related party is in fact an associate of the natural person. ASX ASX Limited. Amended 20/07/07 ASX Corporate The Corporate Governance Council established by ASX on 1 August Governance Council 2002. Introduced 01/01/03 ASX market the market for trading in securities operated in Australia by ASX. Introduced 01/07/14 Australian company a body corporate that is formed or established in Australia. Introduced 19/12/16 Australian entity an +Australian company or an +Australian trust. Introduced 19/12/16 Australian trust either: (a) a registered scheme; or (b) a trust that is formed or established in Australia and that is not required to be a registered scheme by virtue of section 601ED(2) of the Corporations Act. Introduced 19/12/16 Amended 01/12/19 Note: “Registered scheme” means a managed investment scheme that is registered under section 601EB of the Corporations Act (rule 19.3 and section 9 of the Corporations Act). aware an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the case of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as an officer of that entity. Introduced 01/07/96 Origin: Listing Rule 3A(1) Amended 01/07/98, 30/09/01, 01/05/13 best estimate is the best estimate of the quantity that will actually be recovered from an accumulation by an +oil and gas project. It is the most realistic assessment of recoverable quantities if only a single result were reported. When probabilistic methods are used, there should be at least a 50% probability (P50) that the quantities actually recovered will equal or exceed the best estimate. Introduced 01/12/13 BOEs barrels of oil equivalent. Introduced 01/12/13 bonus issue a +pro rata issue of +securities to holders of +ordinary securities for which no consideration is payable by them. business day Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. + See chapter 19 for defined terms 1 December 2019 Page 1909 Chapter 19 Interpretation and definitions cash formula In the case of a +person who has paid cash for fully paid +ordinary securities that are not otherwise free from escrow: N= C/P where: N= the number of those securities not subject to escrow by reason of the +cash formula; C= the total cash paid by the +person for those securities; and P= the price per fully paid +ordinary security paid by investors in any initial public offering undertaken in connection with the entity’s admission to the +official list, or if there is no public offering, the price agreed by ASX. In the case of options which have the same terms as options offered with fully paid +ordinary securities in any initial public offering undertaken in connection with the entity’s application for admission: O= NxF O= the number of options not subject to escrow. N= the number of securities not subject to escrow under the formula above. F= the number of free options offered per fully paid +ordinary security in the initial public offering. Introduced 01/07/98 Amended 01/12/19 CDIs the meaning in Section 2 of the ASX Settlement Operating Rules. Introduced 01/09/99 Amended 11/03/04 Note: The ASX Settlement Operating Rules state: CDI “stands for CHESS Depositary Interest and means a unit of beneficial ownership in a Principal Financial Product, registered in the name of the Depositary Nominee and includes: (a) CUFS; and (b) DIs”. CUFS “stands for CHESS Units of Foreign Financial Products and means a unit of beneficial ownership in a Financial Product of a Foreign Issuer, registered in the name of the Depositary Nominee”. DI “stands for Depositary Interest and means a unit of beneficial ownership in a Financial Product which is not a Financial Product of a Foreign Issuer, registered in the name of the Depositary Nominee”. CEO the chief executive officer of an entity (or equivalent office holder). Introduced 01/12/19 certificated subregister that part of an entity’s register for a +class of its +securities that is administered by the entity and records certificated holdings of +securities in that +class. Note: The register may be of shares, options or other securities. CFO the chief financial officer of an entity (or equivalent office holder). Introduced 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1910 Chapter 19 Interpretation and definitions chair when used in relation to a meeting of +security holders means the person acting as chairperson of the meeting or any part of the meeting, and otherwise means the chairperson of directors (or equivalent office holder). Introduced 01/12/19 CHESS the meaning in Section 2 of the ASX Settlement Operating Rules. Amended 11/03/04, 01/08/10 Note: The ASX Settlement Operating Rules say that CHESS stands for the Clearing House Electronic Subregister System and means the System established and as operated by: (a) ASX Clear for the purpose of clearing Cash Market Transactions and Cash CCP Transactions; and (b) ASX Settlement for the purpose of settling transactions in Approved Financial Products, Transferring Financial Products and registers of Transfers. ASX Clear means ASX Clear Pty Ltd (ABN 48 001 314 503) ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532) CHESS approved means an Approved Financial Product under Section 8 of the ASX Settlement Operating Rules. Amended 11/03/04 Note: Approved Financial Product means a Financial Product approved by ASX Settlement in accordance with Section 8 of the ASX Settlement Operating Rules. ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532) CHESS subregister that part of an entity’s register for a +class of +CHESS approved securities that is administered by +ASX Settlement and records uncertificated holdings of +securities in that +class. Amended 11/03/04 Note: The register may be of shares, options or other securities that are CHESS approved. child entity (a) in relation to a body corporate, an entity which is +controlled by, or a subsidiary of, the body corporate; and (b) in relation to a trust, an entity that is +controlled by the +responsible entity of the trust in its capacity as +responsible entity. In paragraphs (a) and (b) above, ”entity” means a body corporate, partnership, unincorporated body or a trust and includes, in the case of a trust, the +responsible entity of the trust. Introduced 01/07/96 Amended 01/07/98, 13/03/00, 30/09/01, 24/10/05, 01/12/19 Note: “Subsidiary” has the same meaning as in section 9 of the Corporations Act (see rule 19.3). Chi-X market the market for trading in securities operated in Australia by Chi-X Australia Pty Ltd. Introduced 01/07/14 + See chapter 19 for defined terms 1 December 2019 Page 1911 Chapter 19 Interpretation and definitions class +Securities are in the same class only if the same rights and obligations attach to them. Differences arising from the requirements of the listing rules relating to +restricted securities are to be ignored. Example: Partly paid securities are in a different class to fully paid securities. Fully paid securities that rank equally except for the next dividend or distribution are in the same class (but may be traded separately until they merge with the other shares in the class). Fully paid ordinary securities classified as restricted securities are in the same class as fully paid ordinary securities that are not classified as restricted securities. classified asset (a) an interest in a +mining tenement or +petroleum tenement that is substantially explorative or unproven; (b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least 3 years, and which entitles the entity to develop, manufacture, market or distribute the property; (c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; (d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in paragraphs (a), (b) or (c). Introduced 01/07/96 Amended 01/07/98, 01/12/13, 01/12/19 clearing account the meaning in Section 2 of the ASX Settlement Operating Rules. Amended 11/03/04 Note: The ASX Settlement Operating Rules state that a clearing account is either an accumulation account (a holder record maintained in CHESS by a settlement participant to facilitate settlement of transactions in Approved Financial Products with clients who are not participants) or a settlement account (a holder record maintained in CHESS by a participant to facilitate settlement in Approved Financial Products with other participants). closed period fixed periods specified in the +trading policy when an entity’s +key management personnel are prohibited from trading in the entity’s securities. Introduced 01/01/11 closing market price in relation to particular securities on a particular day, the published closing price for those securities on the +ASX market on that day. Introduced 01/07/14 company announcements office Deleted 01/05/13 competent person the meaning in Appendix 5A (JORC Code). Introduced 01/09/99 Origin: rule 5.10 Amended 01/12/13 contingent resources those quantities of +petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development +oil and gas projects, but which are not currently considered to be commercially recoverable due to one or more contingencies. Introduced 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1912 Chapter 19 Interpretation and definitions contingent resources aggregate of the economic interests in +contingent resources of an holdings +entity and its +child entities. Introduced 01/12/13 control For the purposes of these rules, an entity controls a second entity if the first entity has the capacity to determine the outcome of decisions about the second entity’s financial and operating policies. In determining whether the first entity has this capacity: (a) the practical influence the first entity can exert (rather than the rights it can enforce) is the issue to be considered; and (b) any practice or pattern of behaviour affecting the second entity’s financial or operating policies is to be taken into account (even if it involves a breach of an agreement or a breach of trust). The first entity does not control the second entity merely because the first entity and a third entity jointly have the capacity to determine the outcome of decisions about the second entity’s financial and operating policies. If the first entity is a body corporate, it will not be taken to control a second entity if it is under a legal obligation to exercise its capacity to influence decisions about the second entity’s financial and operating policies for the benefit of someone other than its members. If the first entity is a trust, the trust will be taken to control an entity that the +responsible entity of the trust controls in its capacity as +responsible entity of the trust. It will not be taken to control an entity that the +responsible entity of the trust controls in some other capacity. Introduced 01/12/19 controller in relation to +restricted securities: (a) if the holder of the +restricted securities holds them on its own account, a +person who, or who in ASX’s opinion, directly or indirectly +controls, or has a substantial economic interest in, the holder of the +restricted securities; or (b) if the holder of the +restricted securities holds them in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, that beneficiary and any other person who, or who in ASX’s opinion, +controls, or has a substantial economic interest in, the +restricted securities. Amended 01/12/19 Note: Paragraph (a) of this definition of “controller” captures each intermediate entity in a chain of entities through which a person ultimately controls, or has a substantial economic interest in, the holder of restricted securities. convertible includes exercisable. convertible debt security an instrument that would be a +debt security but for the fact that it is a +convertible security. Relocated 01/12/19 convertible security a +security that is +convertible by the holder, by the issuer, or otherwise by its terms of issue, into +equity securities. Introduced 01/07/96 Amended 31/03/04, 01/12/19 Note: An option is a convertible security for the purposes of the Listing Rules, as is an instrument that automatically converts into equity securities upon the occurrence of specified events. + See chapter 19 for defined terms 1 December 2019 Page 1913 Chapter 19 Interpretation and definitions corporate action the meaning in Section 2 of the ASX Settlement Operating Rules. Amended 11/03/04 Note: In the ASX Settlement Operating Rules a corporate action is: (a) action taken by an Issuer of Financial Products for the purpose of giving an Entitlement to Holders of a class of the Issuer’s Financial Products; (b) action taken by a Principal Issuer for the purpose of giving an Entitlement in respect of Principal Financial Products held by a Depositary Nominee to Holders of CDIs; and (c) in relation to Section 13, action taken by an Issuer of Participating International Financial Products for the purposes of giving an Entitlement in respect of Participating International Products, held by a Depositary Nominee. corporate governance the statement referred to in rule 4.10.3 which discloses the extent to statement which an entity has followed the recommendations set by the +ASX Corporate Governance Council during a particular reporting period. Introduced 01/07/14 This definition applies in respect of financial years ending on or after 30 June 2015. CS facility the meaning in section 768A of the Corporations Act. Introduced 03/05/04 CUFS Deleted 11/03/04 debt security (a) a bond, certificate of deposit, debenture, note or other instrument evidencing a debt owing by an entity to the holder that is negotiable or transferrable and that is not a +convertible security; (b) any +security that ASX decides to classify as a debt security; (c) but not a +security ASX decides to classify as an +equity security. Amended 01/12/19 deferred settlement a settlement in which the obligation to settle on a trade date plus 2 +business days (T+2) basis is deferred until the time following the +issue date that ASX fixes. Introduced 01/07/96 Amended 01/02/99, 07/03/16 directors’ declarations A declaration by directors (in the case of a trust, the directors of the responsible entity) that is required by any law, rule or accounting standard and states either of the following. • That the statement of financial position, statement of comprehensive income and statement of cash flows, together with the notes and other disclosures and information, comply with a law, rule or accounting standard and give a fair and true view of the financial position and performance of the entity. • That, in the opinion of the directors (in the case of a trust, the directors of the responsible entity), there are reasonable grounds to believe that the entity will be able to pay its debts as and when they become due and payable. Introduced 01/07/00 Amended 24/10/05, 01/01/12 + See chapter 19 for defined terms 1 December 2019 Page 1914 Chapter 19 Interpretation and definitions directors’ report A report by directors (in the case of a trust, the directors of the responsible entity) that is required by any law, rule or accounting standard to include a review of operations during the period reported on. Introduced 01/07/00 Amended 24/10/05 Note: As at 01/07/00 in the case of an entity which is required to comply with Chapter 2M of the Corporations Act, directors’ report includes the documents referred to in sections 298(1) and 306 of the Law. disclosure document includes a supplementary or replacement disclosure document. Introduced 19/12/16 dispose to dispose of, directly or indirectly through another +person, by any means, including: • granting, being granted or exercising an option; • declaring a trust over an asset; • using an asset as collateral; • decreasing an economic interest; or • disposing of part of an asset. Amended 01/12/19 Example: A listed company holds all the shares in Company A, which holds all the shares in company B. Company B holds restricted securities. If company A sells 51% of the shares in company B the listed company has disposed of the restricted securities. dividend or distribution plan any plan which gives holders of +securities the opportunity to accept +securities in place of dividend, distribution or interest payments (either partly or wholly). eligible entity an +entity which, as at the date of the relevant special resolution under rule 7.1A: (a) is not included in the S&P/ASX300 Index; and (b) has a +market capitalisation equal to or less than the +prescribed amount. Introduced 01/08/12 Amended 04/03/13, 01/12/19 employee incentive (a) a scheme for the issue or +acquisition of +equity securities in scheme the entity to be held by, or for the benefit of, participating employees or non-executive directors of the entity or a related entity or their associates; or (b) a scheme which, in ASX’s opinion, is an employee incentive scheme. Introduced 01/07/96 Amended 30/09/01, 01/07/14, 01/12/19 Note: The fact that an employee incentive scheme allows participating employees or non-executive directors to elect to have equity securities issued to, or held for the benefit of, a relative or an entity controlled by them or a relative (such as a private company or family trust) does not prevent it from being an employee incentive scheme for the purposes of the Listing Rules. Nor does the fact that an employee incentive scheme may also provide for the participation of consultants and contractors, as well as employees and non-executive directors. A scheme can be an employee incentive scheme of the purposes of the Listing Rules even if there is only one employee or non- executive director participating in the scheme. Cross reference: Definition of “terms of the scheme”. + See chapter 19 for defined terms 1 December 2019 Page 1915 Chapter 19 Interpretation and definitions entity (a) an entity that has applied for admission to, or is admitted to, the +official list. (b) in Appendices 4C, 4D, 4E and 4F, the meaning in the Australian Accounting Standards. Introduced 01/07/96 Amended 01/07/00, 01/01/03, 17/12/10 Note: At 01/01/10, Australian Accounting Standard AASB 101 says that an entity is any legal, administrative or fiduciary arrangement, organisational structure or other party (including a person) having the capacity to deploy scarce resources in order to achieve objectives. equity interests the sum of paid up capital, reserves, and accumulated profits or losses, disregarding redeemable preference share capital and outside equity interests, as shown in the consolidated financial statements. equity security (a) a share; (b) a +unit; (c) an option over an issued or unissued share or +unit; (d) a right to an issued or unissued share or +unit; (e) an option over, or right to, a security referred to in (c) or (d) above; (f) a +convertible security; (g) any +security that ASX decides to classify as an equity security; (h) but not a +security ASX decides to classify as a +debt security. Introduced 01/07/96 Amended 01/12/19 Note: ASX has decided under paragraph (h) above that a security issued by an APRA- regulated entity that falls within the definition of “convertible security” in rule 19.12 solely because it can be converted on the occurrence of a “non-viability trigger event” and/or a “capital trigger event” and that would otherwise be a debt security but for the inclusion of those provisions, should be classified as a debt security rather than an equity security for the purposes of the Listing Rules. For these purposes, a “non- viability trigger event” means a provision in the terms of issue of a debt security that allows APRA, solely at its discretion, to require the debt security to be written off or converted into equity securities because, without that occurring, the entity would be non-viable. A “capital trigger event” means that APRA has determined, or the entity has determined and notified APRA, that the ratio of its common equity capital to its risk-adjusted assets has fallen below a minimum threshold fixed by APRA and specified in the terms of issue of the security. A security issued by an APRA-regulated entity that has other equity conversion or exchange features in addition to a non- viability trigger event or capital trigger event will be classified as an equity security. exploration includes geophysical surveys. Introduced 01/12/13 exploration results the meaning in Appendix 5A (JORC Code). Introduced 01/12/13 exploration target the meaning in Appendix 5A (JORC Code). Introduced 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1916 Chapter 19 Interpretation and definitions externally managed a trust is externally managed if: (a) it is not +internally managed; or (b) ASX determines that the trust should be treated as an externally managed trust for the purposes of the listing rules. Introduced 01/12/19 extraction includes developing the infrastructure to extract +minerals or +petroleum (as the case may be). Introduced 01/12/13 feasibility study the meaning in Appendix 5A (JORC Code). Introduced 01/12/13 financial documents Introduced 01/07/98 Amended 01/09/99 Deleted 01/07/00 foreign company a body corporate that is not formed or established in Australia. Introduced 19/12/16 foreign entity a +foreign company or a +foreign trust. Introduced 19/12/16 foreign estimate an estimate of quantity and grade of mineralisation that was prepared using a mineral resources classification and reporting standard from another jurisdiction prior to an +entity acquiring, or entering into an agreement to acquire, an interest in a +mining tenement that contains the deposit, and which the +entity has not verified as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code). Introduced 01/12/13 foreign trust a trust or similar overseas entity that is not formed or established in Australia and that is not a registered scheme. Introduced 19/12/16 Amended 01/12/19 Note: “Registered scheme” means a managed investment scheme that is registered under section 601EB of the Corporations Act (rule 19.3 and section 9 of the Corporations Act). free float the percentage of the +main class of +securities of an entity that: (a) are not +restricted securities or subject to +voluntary escrow; and (b) are held by +non-affiliated security holders. Introduced 19/12/16 high estimate an optimistic estimate of the quantity that will actually be recovered from an accumulation by an +oil and gas project. When probabilistic methods are used, there should be at least a 10% probability (P10) that the quantities actually recovered will equal or exceed the high estimate. Introduced 01/12/13 HIN Introduced 01/07/96 Deleted 01/07/97 + See chapter 19 for defined terms 1 December 2019 Page 1917 Chapter 19 Interpretation and definitions historical estimate an estimate of quantity and grade of mineralisation that is based on information and supporting documentation that was prepared prior to the introduction of Appendix 5A (JORC Code) and which an +entity has not verified as +mineral resources or +ore reserves in accordance with Appendix 5A (JORC Code). Introduced 01/12/13 holding lock the meaning in Section 2 of the ASX Settlement Operating Rules. Amended 11/03/04 Note: The ASX Settlement Operating Rules state that a holding lock is a facility that prevents Financial Products from being deducted from, or entered into, a Holding pursuant to a Transfer or Conversion. home branch the branch of ASX designated to an entity by ASX as the entity’s home branch for administrative purposes. hydrocarbon a compound of the elements hydrogen and carbon, in either liquid or gaseous form. Natural gas and petroleum are mixtures of hydrocarbons. hydrocarbon reserves Deleted 01/12/13 identified mineral resources Introduced 01/07/96 Deleted 01/09/99 indicated mineral the meaning in Appendix 5A (JORC Code). resources Introduced 01/12/13 inferred mineral resources the meaning in Appendix 5A (JORC Code). Introduced 01/12/13 information for the purposes of Listing Rules 3.1 3.1B, information includes: (a) matters of supposition and other matters that are insufficiently definite to warrant disclosure to the market; and (b) matters relating to the intentions, or likely intentions, of a person. Introduced 01/05/13 information memorandum a document that is not a +prospectus or +PDS that includes or accompanies an offer of +securities with information about the issuer, the +securities and the offer. It includes a supplementary or replacement information memorandum. Introduced 19/12/16 Amended 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1918 Chapter 19 Interpretation and definitions internally managed a trust is internally managed if: (a) the +responsible entity of the trust is a wholly owned +child entity of the trust; (b) the trust forms part of a +stapled group and the +responsible entity of the trust is also a part of the +stapled group; or (c) the trust forms part of a +stapled group and the +responsible entity of the trust is a wholly owned +child entity of another entity that is also a part of the +stapled group, and ASX has not determined that the trust should be treated as an externally managed trust for the purposes of the listing rules. Introduced 01/12/19 investment entity an entity which, in ASX’s opinion, is an entity to which both of the following apply. • Its activities or the principal part of its activities consist of investing (directly or through a child entity) in listed or unlisted +securities or derivatives. • Its objectives do not include exercising control over or managing any entity, or the business of any entity, in which it invests. Introduced 01/07/96 Amended 01/09/99, 02/11/15 Note: In deciding whether an entity is an investment entity ASX will normally have regard to factors including the extent of board representation, the size of the holdings, the investment period and the amount of cash held by the entity. issue date the date that the +securities are entered into a +certificated subregister or an +uncertificated subregister. Introduced 04/03/13 Note: This date may be prescribed by ASX. issuer sponsored that part of an entity’s register for a +class of +CHESS approved subregister securities that is administered by the entity (and not ASX Settlement) and records uncertificated holdings of +securities. Amended 11/03/04 Note: The register may be of shares, options or other securities that are CHESS approved. key management the meaning in Accounting Standard AASB 124 Related Party personnel Disclosure. Introduced 01/01/11 lease fuel oil and/or gas used for field and processing plant operations. Introduced 01/12/13 low estimate a conservative estimate of the quantity that will actually be recovered from an accumulation by an +oil and gas project. When probabilistic methods are used, there should be at least a 90% probability (P90) that the quantities actually recovered will equal or exceed the low estimate. Introduced 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1919 Chapter 19 Interpretation and definitions main class +ordinary securities of the entity (if +ordinary securities are not to be quoted, the +class of +securities designated by ASX). Note: rules relating to main class are not applicable to an ASX Debt Listing. market announcements the office designated by ASX as its market announcements office. office Introduced 01/05/13 market capitalisation the number of +securities in the main class on issue multiplied by the price determined by ASX to be a fair measure of the market value of those +securities. Introduced 01/09/99 Amended 24/10/05, 01/12/19 Note: Guidance Note 1 Applying for Admission – ASX Listings has guidance on how ASX applies this definition when calculating the market capitalisation of an entity applying for admission under the second limb of the assets test in rule 1.3.1(b). Guidance Note 21 The Restrictions on Issuing Equity Securities in Chapter 7 of the Listing Rules has guidance on how ASX applies this definition when calculating the market capitalisation of an entity to determine whether it is an “eligible entity” for the purposes of rule 7.1A. market participant the meaning in the ASX Operating Rules. Introduced 03/05/04 Amended 01/08/10 market price Amended 01/01/12 Deleted 01/07/14 marketable parcel the meaning in the procedures of the ASX Operating Rules. Amended 11/03/04, 17/12/10 Note: The meaning of “marketable parcel” in the ASX Operating Rules Procedures is, in relation to: 1. Equity Securities (but not rights to subscribe for Equity Securities or options over Equity Securities), a parcel of securities of not less than $500 based on: (a) the closing price on a Trading Platform, if the Equity Securities are quoted; or (b) the price paid on issue if the Equity Securities are unquoted; and 2. Rights to subscribe for Equity Securities, a parcel of rights which, if taken up in full, would result in a parcel of Equity Securities which would not be less than $500 based on: (a) the closing price on a Trading Platform of the Equity Securities at the time of purchase of the rights, if the Equity Securities are quoted; or (b) the total application moneys payable in relation to the exercise of the rights, if the Equity Securities are unquoted; 3. Options over unissued Equity Securities, a parcel of options which, if exercised in full, would result in a parcel of Equity Securities which would not be less than $500 based on: (a) the closing price on a Trading Platform of the Equity Securities at the time of purchase of the options, if the Equity Securities are quoted; or (b) the total moneys payable on the exercise of the options, if the Equity Securities are unquoted; 4. Loan Securities other than redeemable preference shares with a fixed and certain date for redemption, 1 security with a face value of not less than $100; and 5. Warrants, a parcel of Warrants where the value of the Underlying Instruments equals or exceeds $500. + See chapter 19 for defined terms 1 December 2019 Page 1920 Chapter 19 Interpretation and definitions material mining project in relation to an +entity, a +mining project which meets the following criteria: (a) the +entity or a +child entity has an economic interest in the +mining project (whether alone or jointly with others); and (b) that interest is, or is likely to be, material in the context of the overall business operations or financial results of the +entity and its +child entities (on a consolidated basis). Introduced 01/12/13 material oil and gas project in relation to an +entity, an +oil and gas project which meets the following criteria: (a) the +entity or a +child entity has an economic interest in the +oiland gas project (whether alone or jointly with others); and (b) that interest is, or is likely to be, material in the context of the overall business operations or financial results of the +entity and its +child entities (on a consolidated basis). Introduced 01/12/13 McfGEs thousand cubic feet of gas equivalent. Introduced 01/12/13 measured mineral the meaning in Appendix 5A (JORC Code). resources Introduced 01/12/13 mineral resources the meaning in Appendix 5A (JORC Code). Amended 01/09/99, 01/12/13 mineral resources and ore aggregate economic interests in mineral resources and +ore reserves reserves holdings of an +entity and its +child entities. Introduced 01/12/13 minerals means all solid minerals, including diamonds, other gemstones, industrial minerals and coal but does not include +petroleum. Introduced 01/12/13 mining entity a +mining exploration entity or a +mining producing entity. mining exploration entity an +entity: (a) whose main undertaking consists of +exploration for +minerals; or (b) which has been advised by ASX that it is a mining exploration entity for the purposes of the ASX Listing Rules. Amended 01/12/13 mining producing entity an +entity: (a) whose main undertaking consists of the +extraction of +minerals; or (b) which has been advised by ASX that it is a mining producing entity for the purposes of the listing rules. Introduced 01/07/96 Amended 01/07/97, 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1921 Chapter 19 Interpretation and definitions mining project a project to explore for or extract +minerals from a +mining tenement or tenements. Introduced 01/12/13 Note: the boundaries of what constitutes a +mining project will often be determined by commercial considerations, including development decisions and budget allocations. A +mining project may constitute the development of a single mine, or an incremental development in a producing mine, or the integrated development of a group of several mines and associated facilities with common ownership. mining tenement any right to explore for or extract +minerals in a given place. Amended 01/12/13 net tangible asset backing for the purpose of rules 4.10.20 and 4.12 in relation to a +class of +securities, (A – I – L) N A= total assets. I= intangible assets. L= total liabilities ranking ahead of, or equally with, claims of that +class of +securities. In calculating this, total liabilities must include each of the following. • Provisions for tax on realised income and gains. • Provisions for tax on estimated unrealised income and gains. Alternatively, the entity may disclose the net tangible asset backing per +security before and after providing for the estimated tax on unrealised income and gains. • Provisions for declared, but unpaid, dividends or distributions if the +securities are still quoted on a basis that includes the dividend or distribution on the date on which the net tangible asset backing is reported. • Provisions for accrued but unpaid management fees. Example: Liabilities ranking ahead of, or equally with, fully paid ordinary securities in a parent entity will include all liabilities, preference share entitlements, and outside equity interests. Note: the reference to accrued but unpaid management fees includes all forms of fees paid to the manager, including establishment fees and performance fees. N= total number of +securities on issue in that +class. In calculating this, partly paid +securities which are in that +class when paid up are taken into account by assuming that the unpaid amount is paid. The value of A, I and L at the end of the month must be determined in accordance with Australian accounting standards (including in particular Australian Accounting Standard AASB 13 Fair Value Measurement) or other standards agreed by ASX. Amended 01/07/14, 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1922 Chapter 19 Interpretation and definitions non-affiliated security +security holders who are not: holders (a) a related party of the entity; (b) an associate of a related party of the entity; or (c) a person whose relationship to the entity or a person referred to in (a) or (b) above is such that, in ASX’s opinion, they should be treated as affiliated with the entity. Introduced 19/12/16 notifiable interest of a (a) in relation to a company, the following. director (i) Relevant interest within the meaning of section 9 of the Corporations Act in +securities of the company or a related body corporate. Note: This limb of the definition is equivalent to section 205G(1)(a) of the Corporations Act. (ii) Interests in contracts to which the director is a party or under which the director is entitled to a benefit, and that confer a right to call for or deliver shares in, debentures of, or interests in a managed investment scheme made available by, the company or a related body corporate. Note: This limb of the definition is equivalent to section 205G(1)(b) of the Corporations Act. (b) in relation to a trust, relevant interest within the meaning of section 9 of the Corporations Act in +securities of the trust. Introduced 30/09/01 official list official list of entities that ASX (in the case of ASX, the +ASIC) has admitted and not removed. Introduced 01/07/96 Amended 01/07/98, 01/09/99 oil and gas entity an +oil and gas exploration entity or an +oil and gas producing entity. Introduced 01/12/13 oil and gas exploration an +entity: entity (a) whose main undertaking consists of +exploration for +petroleum; or (b) which has been advised by ASX that it is an oil and gas exploration entity for the purposes of the listing rules. Introduced 01/12/13 oil and gas producing entity an +entity: (a) whose main undertaking consists of the +extraction of +petroleum; or (b) which has been advised by ASX that it is an oil and gas producing entity for the purposes of the listing rules. Introduced 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1923 Chapter 19 Interpretation and definitions oil and gas project a project to explore for or extract +petroleum from a +petroleum tenement or tenements. Introduced 01/12/13 Note: the boundaries of what constitutes an +oil and gas project will often be determined by commercial considerations, including development decisions and budget allocations. An +oil and gas project may constitute the development of a single reservoir or field, or an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with common ownership. +SPE PRMS defines ‘project’. on-market buy-back Introduced 01/07/96 Deleted 01/09/99 operating profit (loss) the profit (loss) for the relevant period resulting from the operations of the entity or group during the period of a kind carried on regularly to achieve the objectives of the entity or group. ordinary securities ordinary shares or ordinary +units (if an entity does not have ordinary shares or ordinary +units, the +class of +securities designated by ASX). ore reserves the meaning in Appendix 5A (JORC Code). Amended 01/09/99, 01/12/13 overseas home exchange the place of an entity’s primary listing (if the entity is not required to comply with the rules of that exchange or market as a domestic entity, the exchange or market designated by ASX). participating organisation Introduced 01/06/96 Amended 11/03/02 Deleted 03/05/04 PDS means a Product Disclosure Statement (as defined in Chapter 7 of the Corporations Act) and includes a supplementary or replacement Product Disclosure Statement. Introduced 19/12/16 person includes an individual, body corporate, body politic, firm, association, authority or other entity. petroleum a naturally occurring mixture consisting of hydrocarbons in the gaseous, liquid or solid phase. Petroleum may also contain non hydrocarbon compounds. Common examples of non hydrocarbon compounds included in petroleum are carbon dioxide, nitrogen, hydrogen sulphide and sulphur. Introduced 01/12/13 petroleum reserves those quantities of +petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Petroleum reserves must satisfy four criteria: they must be discovered, recoverable, commercial and remaining based on the development project(s) applied. Introduced 01/12/13 petroleum reserves aggregate economic interests in +petroleum reserves of an +entity holdings and its +child entities. Introduced 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1924 Chapter 19 Interpretation and definitions petroleum resources all quantities of +petroleum (recoverable and unrecoverable) naturally occurring on or within the Earth’s crust, discovered and undiscovered, plus those quantities already produced. It includes all types of +petroleum whether currently considered ‘conventional’ or ‘unconventional’. Introduced 01/12/13 petroleum tenement any right to explore for or extract +petroleum in a given place. Introduced 01/12/13 pooled development fund a pooled development fund under the Pooled Development Funds Act 1992 (Commonwealth). Introduced 01/09/99 possible hydrocarbon Deleted 01/12/13 reserves possible reserves those additional +petroleum reserves which analysis of geoscience and engineering data indicate are less likely to be recoverable than +probable reserves. The total quantities ultimately recovered from the project have a low probability to exceed the sum of +proved reserves plus +probable reserves plus +possible reserves (+3P). When probabilistic methods are used, there should be at least a 10% probability that the actual quantities recovered will equal or exceed the +3P estimate. Introduced 01/12/13 pre-hydrocarbon reserve stage Deleted 01/12/13 preliminary feasibility study the meaning in Appendix 5A (JORC Code). Introduced 01/12/13 prescribed amount the amount determined by ASX to be the maximum +market capitalisation that an +entity may have and still be eligible to seek approval of the holders of its +ordinary securities by special resolution passed at an annual general meeting to have the additional capacity to issue +equity securities under rule 7.1A. Introduced 01/08/12 Amended 04/03/13, 01/12/19 Note: The prescribed amount as at 01/12/19 is $300 million. probable hydrocarbon reserves Deleted 01/12/13 probable ore reserves the meaning in Appendix 5A (JORC Code). Introduced 01/12/13 probable reserves those additional +petroleum reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than +proved reserves but more certain to be recovered than +possible reserves. It is equally likely that actual remaining quantities recovered will be greater than or less than the sum of the estimated +proved reserves plus +probable reserves (+2P). When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the +2P estimate. Introduced 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1925 Chapter 19 Interpretation and definitions production target a projection or forecast of the amount of +minerals to be extracted from a particular +mining tenement or tenements for a period that extends past the current year and the forthcoming year. Introduced 01/12/13 profit from continuing +operating profit: operations (a) before tax; and (b) disregarding items that are revenue or other credits to profits which result from an activity that has been or is to be discontinued, unless ASX decides otherwise. Introduced 01/07/96 Amended 01/07/00 prohibited period means: i. any +closed period; or ii. additional periods when an entity’s +key management personnel are prohibited from trading, which are imposed by the entity from time to time when the company is considering matters which are subject to Listing Rule 3.1A. Introduced 01/01/11 promoter in relation to an entity: (a) a +person who, in ASX’s opinion, has had a material involvement in the formation or promotion of the entity; (b) unless ASX decides otherwise, a person who: (i) is; or (ii) has been at any time in the 12 months before the date of the entity’s application for admission to the +official list; or (iii) will be at the date of the entity’s admission to the +official list, a +substantial (10%+) holder in the entity; and (c) a +person whose relationship with the entity or with a +person referred to in (a) or (b) above is, in ASX’s opinion, such that the +person should be subject to the same escrow restrictions as a promoter of the entity. Introduced 01/07/98 Amended 13/03/00, 01/07/00, 01/07/14, 01/12/19 property-backed securities +debt securities which are directly secured, in whole or in part, over real property or other tangible assets. Introduced 24/10/05 property trust a trust that has investment of its funds in real estate as its main object. + See chapter 19 for defined terms 1 December 2019 Page 1926 Chapter 19 Interpretation and definitions pro rata issue an issue which has been offered to all holders of +securities in a +class on a pro rata basis, including without limitation a +rights issue. An issue is not precluded from being a pro rata issue for purposes of the listing rules because +security holders with addresses outside Australia and New Zealand are excluded from the issue under rule 7.7.1 or because +security holders are allowed to subscribe for a greater number of securities than their entitlement under rule 7.11.4. Note: A bonus issue is a type of pro rata issue (see the definition of bonus issue). The terms of the securities in the class to which the offer to participate in the pro rata issue is made must entitle the holder of the securities to receive offers of securities. The terms of options usually do not permit an option holder to participate in offers of securities without having exercised the option. Cross reference: Listing Rule 6.20. Amended 14/04/14, 01/12/19 prospective resources those quantities of +petroleum which are estimated, as of a given date, to be potentially recoverable from undiscovered accumulations. Introduced 01/12/13 prospectus includes a supplementary or replacement prospectus. Introduced 19/12/16 proved hydrocarbon reserves Deleted 01/12/13 proved reserves those quantities of +petroleum, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations. If deterministic methods are used, the term reasonable certainty is intended to express a high degree of confidence that the quantities will be recovered. When probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered equal or exceed the estimate. Introduced 01/12/13 qualified petroleum a person is a qualified petroleum reserves and resources evaluator if reserves and resources he or she: evaluator (a) has obtained a bachelors or advanced degree in petroleum engineering, geology, geophysics or other discipline of engineering or physical science; (b) has a minimum of five years practical experience in +petroleum engineering, +petroleum production geology or +petroleum geology, with at least three years of such experience being in the evaluation and estimation of +petroleum reserves, +contingent resources and +prospective resources; and (c) is a member of good standing of a professional organisation of engineers, geologists or other geoscientists whose professional practice includes +petroleum reserves, +contingent resources and +prospective resources evaluations and/or audits. The professional organisation must have disciplinary powers, including the power to suspend or expel a member. Introduced 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1927 Chapter 19 Interpretation and definitions qualifying foreign estimates a +foreign estimate that was prepared in accordance with: • the SAMREC Code; • NI 43-101 and the CIM Standards; or • the PERC Code, and that is otherwise acceptable to ASX. Introduced 01/12/13 Note: ASX may not consider a foreign estimate prepared in accordance with one of the abovementioned reporting codes acceptable if, for example, the estimate was prepared at a time when, in ASX’s view, that reporting code was not substantially equivalent to the requirements currently applicable in Appendix 5A (JORC Code). qualifying NZ entity a +foreign entity that is formed or established in New Zealand, that has NZX as its +overseas home exchange and whose +securities are admitted to quotation on the main board of NZX. Introduced 19/12/16 quotation official quotation by ASX. recognised mining professional Introduced 01/09/99 Deleted 17/12/04 recognised trustee a trustee approved by ASX for the purpose of the listing rules. Amended 11/03/04 record date (a) in relation to +CHESS approved +securities – the meaning in Section 2 of the ASX Settlement Operating Rules. Note: The ASX Settlement Operating Rules say that record date means 5.00 pm (or, in the case of an ASTC Regulated Transfer, a later time permitted by the Rules) on the date specified by an Issuer as the date by reference to which the Issuer will establish Cum Entitlement Balances for the purpose of identifying the persons entitled to the benefit of a Corporate Action. (b) in relation to +securities that are not +CHESS approved securities – 5.00 pm on the date the entity specifies for lodging transfers of those +securities for the purpose of identifying the persons who are entitled to dividends, interest, new +securities, rights to priority of applications for issues of +securities, or any other entitlement. (c) in relation to +securities of different +classes, if the +classes include +CHESS approved +securities and +securities that are not +CHESS approved – the time and day agreed by ASX. Introduced 01/07/96 Amended 01/09/99, 11/03/04 reference point a defined location within a +petroleum +extraction and processing operation where quantities of produced product are measured under defined conditions prior to custody transfer. Introduced 01/12/13 related party (a) in relation to a body corporate: (i) an entity that controls the body corporate; (ii) if the body corporate is controlled by an entity that is not a body corporate, the persons making up that entity; + See chapter 19 for defined terms 1 December 2019 Page 1928 Chapter 19 Interpretation and definitions (iii) directors of the body corporate or of an entity that controls the body corporate; (iv) spouses and de facto spouses of anyone referred to in (ii) and (iii) above; (v) parents and children of anyone referred to in (ii), (iii) and (iv) above; (vi) an entity controlled by anyone referred to in (i) – (v) above unless it is also controlled by the body corporate; (vii) anyone who has fallen within (i) – (vi) above within the past 6 months; (viii) anyone who believes or has reasonable grounds to believe that they are likely to fall within (i) – (vi) at any time in the future; and (ix) anyone acting in concert with someone referred to in (i) – (viii) above; (b) in relation to an internally managed trust: (i) an entity that controls the trust; (ii) if the trust is controlled by an entity that is not a body corporate, the persons making up that entity; (iii) directors of the +responsible entity of the trust or of an entity that controls the trust; (iv) spouses and de facto spouses of anyone referred to in (ii) and (iii) above; (v) parents and children of anyone referred to in (ii), (iii) and (iv) above; (vi) an entity controlled by anyone referred to in (i) – (v) above unless it is also controlled by the +responsible entity of the trust in its capacity as +responsible entity of the trust; (vii) anyone who has fallen within (i) – (vi) above within the past 6 months; (viii) anyone who believes or has reasonable grounds to believe that they are likely to fall within (i) – (vi) at any time in the future; and (ix) anyone acting in concert with someone referred to in (i) – (viii) above; and (c) in relation to an externally managed trust: (i) the +responsible entity of the trust; (ii) an entity that controls the +responsible entity; (iii) if the +responsible entity is controlled by an entity that is not a body corporate, the persons making up that entity; (iv) directors of the +responsible entity or of an entity that controls the +responsible entity; (v) spouses and de facto spouses of anyone referred to in (iii) and (iv) above; + See chapter 19 for defined terms 1 December 2019 Page 1929 Chapter 19 Interpretation and definitions (vi) parents and children of anyone referred to in (iii), (iv) and (v) above; (vii) an entity controlled by the +responsible entity of the trust other than in its capacity as +responsible entity of the trust; (viii) an entity controlled by anyone referred to in (ii) – (vii) above unless it is also controlled by the +responsible entity in its capacity as +responsible entity of the trust; (ix) anyone who has fallen within (ii) – (viii) above within the past 6 months; (x) anyone who believes or has reasonable grounds to believe that they are likely to fall within (ii) – (viii) at any time in the future; and (xi) anyone acting in concert with someone referred to in (i) – (x) above; and (d) in relation to a person: (i) the person’s spouse or de facto spouse; (ii) a parent or child of the person or of a spouse or de facto spouse of the person; (iii) an entity controlled by the person or anyone referred to in (i) or (ii); (iv) anyone who has fallen within (i) – (iii) above within the past 6 months; (v) anyone who believes or has reasonable grounds to believe that they are likely to fall within (i) – (iii) above at any time in the future; and (vi) a person who acts in concert with the person or anyone referred to in (i) – (v) above. Introduced 01/07/96 Amended 01/07/98, 13/03/00, 30/09/01, 24/10/05, 01/12/19 remuneration committee is a committee formed by an entity to advise that entity on matters pertaining to the remuneration of its +key management personnel. Introduced 01/07/11 replaceable rule any provision of those sections and sub-sections of the Corporations Act that are listed under section 141 of the Corporations Act as “replaceable rules” and so capable of being replaced or modified by a company’s constitution. Introduced 01/07/98 Amended 30/09/01 reserves Introduced 01/07/96 Deleted 01/09/99 resources Introduced 01/07/96 Deleted 01/09/99 + See chapter 19 for defined terms 1 December 2019 Page 1930 Chapter 19 Interpretation and definitions responsible entity (a) in relation to a registered scheme, the same meaning as in the Corporations Act; (b) in relation to a trust that is not a registered scheme, the entity that in ASX’s opinion performs a substantially equivalent role in relation to the trust as the responsible entity performs in relation to a registered scheme. Introduced 19/12/16 Amended 01/12/19 Note: “Registered scheme” means a managed investment scheme that is registered under section 601EB of the Corporations Act (rule 19.3 and section 9 of the Corporations Act). restricted securities (a) +securities issued in the circumstances set out in Appendix 9B; and (b) +securities that, in ASX’s opinion, should be treated as restricted securities. Introduced 01/07/96 Amended 01/07/98, 01/12/19 Example: Paragraph (b) can apply to securities issued to a person whose relationship with a related party, promoter, professional adviser or consultant, or vendor is such that, in ASX’s opinion, the securities should be restricted. restriction deed A deed entered into under rule 9.1(b). Introduced 01/12/19 restriction notice A notice given under rule 9.1(c). Introduced 01/12/19 retail security +debt security which is not a +wholesale security. Introduced 24/10/05 reverse takeover a takeover bid or a merger by way of scheme of arrangement under Part 5.1 of the Corporations Act where an entity is proposing to acquire securities of another body and the aggregate number of +equity securities issued or to be issued by the entity: • under the +takeover bid or scheme; and/or • to fund the cash consideration payable under the +takeover bid or scheme, is equal to or greater than the number of fully paid +ordinary securities on issue in the entity at the date of announcement of the +takeover bid or scheme. Separate issues may be aggregated if, in ASX’s opinion, they form part of the same commercial transaction. Introduced 01/12/17 reverse takeover target the body in which an entity is proposing to acquire securities in a +reverse takeover. Introduced 01/12/17 Note: “Takeover bid” has the same meaning as in section 9 of the Corporations Act. + See chapter 19 for defined terms 1 December 2019 Page 1931 Chapter 19 Interpretation and definitions rights issue the meaning in section 9A of the Corporations Act as modified by any instrument or class order. Note: ASIC Class Order [CO 08/35] modifies section 9A of the Corporations Act and provides relief from the disclosure provisions of the Corporations Act for some rights issues. An offer of securities that is a rights issue, but that is undertaken, in whole or in part, pursuant to a disclosure document and/or a Product Disclosure Statement will fall within this definition. An offer of securities that is a rights issue under an individual instrument of relief granted by ASIC will also fall within this definition. Introduced 14/04/14 routine transaction a statement of transactions in a +security holder’s account issued by statement the entity. S & P / ASX 300 Index The S&P/ ASX 300 Index as published by Standard & Poors from time to time. Introduced 11/01/10 S & P All Ordinaries Index The Standard & Poor’s index of the top 500 listed entities, by market capitalisation. Introduced 01/01/03 SCH Deleted 11/03/04 scientific research based entity Introduced 01/07/96 Deleted 01/09/99 scoping study the meaning in Appendix 5A (JORC Code). Introduced 01/12/13 security an +equity security or a +debt security. Introduced 01/06/96 Amended 11/03/02, 01/12/19 Note: CDIs are securities. security purchase plan a “purchase plan”, as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. Introduced 01/06/10 Amended 01/07/14, 01/12/19 Note: ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 provides relief from the prospectus and PDS provisions of the Corporations Act for qualifying share and interest purchase plans. seed capitalist a +person who has been issued +securities in an entity before or in connection with its admission to the +official list, other than pursuant to the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3. Introduced 01/12/19 short report Introduced 01/07/96 Amended 01/07/98 Deleted 01/07/98 special transaction a statement of transactions in a +security holder’s account issued by statement the entity at the request of the holder. SPE-PRMS Petroleum Resources Management System sponsored by the Society of Petroleum Engineers (SPE), the American Association of Petroleum Geologists (AAPG), the World Petroleum Council (WPC) and the Society of Petroleum Evaluation Engineers (SPEE). Introduced 01/12/13 + See chapter 19 for defined terms 1 December 2019 Page 1932 Chapter 19 Interpretation and definitions SRN the meaning in Section 2 of the ASX Settlement Operating Rules. Amended 11/03/04 Note: The ASX Settlement Operating Rules state that SRN stands for shareholder reference number, which is allocated by an issuer to identify a holder on the issuer sponsored subregister. seed capitalist a +person who has been issued +securities in an entity before or in connection with its admission to the +official list, other than pursuant to the +prospectus, +PDS or +information memorandum lodged with ASX under rule 1.1 condition 3. Introduced 01/12/19 stapled group a group of entities whose securities are subject to constitutional or contractual arrangements acceptable to ASX that prevent those securities from being traded separately. Introduced 01/12/19 substantial holder (a) in relation to a company and a trust which is a registered scheme, a person who has a “substantial holding” in the company or trust under paragraph (a) of the definition of that term in section 9 of the Corporations Act; Note: “Registered scheme” means a managed investment scheme that is registered under section 601EB of the Corporations Act (rule 19.3 and section 9 of the Corporations Act). At 01/12/19, paragraph (a) of the definition of “substantial holder” in section 9 of the Corporations Act (as modified by ASIC Class Order 13/520) provided that a person has a substantial holding in a company or a listed registered scheme if the total votes attached to voting shares in the body, or voting interests in the scheme, in which they or their associates have a relevant interest, or would have a relevant interest but for sections 609(6) (market traded options and derivatives), 609(7) (conditional agreements) or 609(11) (restricted securities), is 5% or more of the total votes attached to the voting shares in the company or the voting interests in the scheme. (b) in relation to a trust which is not a registered scheme or which is a +foreign trust, a person who would have a “substantial holding” in the trust under paragraph (a) of the definition of that term in section 9 of the Corporations Act if the references in that paragraph to a scheme and interests in the scheme were references to the trust and +units in the trust; and (c) in relation to a +foreign company, a person who would have a “substantial holding” in the company under paragraph (a) of the definition of “substantial holder” in section 9 of the Corporations Act if the references in that paragraph to a company and its securities were references to the +foreign company and its securities. Introduced 01/07/96 Amended 13/03/00, 30/09/01, 19/12/16, 01/12/19 substantial holding has a meaning affected by the definition of +substantial holder in these rules. Introduced 01/12/19 substantial (10%+) holder (a) in relation to an +Australian company and a trust which is a registered scheme, a person who would have a “substantial holding” in the company or scheme under paragraph (a) of the definition of that term in section 9 of the Corporations Act if the reference in that paragraph to 5% was 10%; + See chapter 19 for defined terms 1 December 2019 Page 1933 Chapter 19 Interpretation and definitions (b) in relation to a trust which is not a registered scheme or which is a +foreign trust, a person who would have a “substantial holding” in the trust under paragraph (a) of the definition of that term in section 9 of the Corporations Act if the references in that paragraph to a scheme and interests in the scheme were references to the trust and +units in the trust and the reference to 5% was 10%; and (c) in relation to a +foreign company, a person who would have a “substantial holding” in the company under paragraph (a) of the definition of “substantial holder” in section 9 of the Corporations Act if the references in that paragraph to a company and its securities were references to the +foreign company and its securities and the reference to 5% was 10%. Introduced 01/12/19 substantial (30%+) holder (a) in relation to an +Australian company and a trust which is a registered scheme, a person who would have a “substantial holding” in the company or scheme under paragraph (a) of the definition of that term in section 9 of the Corporations Act if the reference in that paragraph to 5% was 30%; (b) in relation to a trust which is not a registered scheme or which is a +foreign trust, a person who would have a “substantial holding” in the trust under paragraph (a) of the definition of that term in section 9 of the Corporations Act if the references in that paragraph to a scheme and interests in the scheme were references to the trust and +units in the trust and the reference to 5% was 30%; and (c) in relation to a +foreign company, a person who would have a “substantial holding” in the company under paragraph (a) of the definition of “substantial holder” in section 9 of the Corporations Act if the references in that paragraph to a company and its securities were references to the +foreign company and its securities and the reference to 5% was 30%. Introduced 01/12/19 takeover (a) a takeover bid; (b) a similar bid under the laws of a foreign jurisdiction. Introduced 01/07/97 Amended 13/03/00, 01/12/19 Note: “Takeover bid” has the same meaning as in section 9 of the Corporations Act. technical and performance the meaning in Section 2 of the ASX Settlement Operating Rules. requirements Amended 11/03/04 Note: The ASX Settlement Operating Rules state that Technical and Performance Requirements means the requirements on Facility Users set out in Section 16. termination benefits payments, property and advantages that are receivable on termination of employment, engagement or office, except those from any superannuation or provident fund and those required by law to be made. + See chapter 19 for defined terms 1 December 2019 Page 1934 Chapter 19 Interpretation and definitions terms of the scheme includes terms, conditions, rules, regulations or guidelines formulated to introduce or administer an +employee incentive scheme. Introduced 01/07/96 Origin: Listing Rule 3W(9) trading day a day determined by ASX to be a trading day and notified to +market participants being: (a) a day other than: (i) a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day; and (ii) any other day which ASX declares and publishes is not a trading day; and (b) notwithstanding (a), a day which for the purposes of settlement, ASX declares is a trading day notwithstanding that dealings between +market participants are suspended on that day. Introduced 01/07/00 Amended 11/03/04, 03/05/04 trading halt for the purpose of chapter 17, an interruption to trading at the request of an entity that is not a suspension from +quotation. trading participant Deleted 01/07/14 Trading Platform Amended 11/03/04, 03/05/04, 01/01/12 Deleted 01/07/14 trading policy an entity’s policy relating to trading in the entity’s securities by the entity’s +key management personnel during +prohibited periods. Introduced 01/01/11 uncertificated subregister the +CHESS subregister or an +issuer sponsored subregister. Introduced 04/03/13 underlying securities (a) in relation to an option over unissued shares, or units +securities in the same +class as those which will be issued if the option is exercised. (b) in relation to a +convertible debt security, +securities in the same +class as those which will be issued if the +convertible debt security is converted. (c) in relation to +CDIs, +securities over which the +CDIs are issued. Introduced 01/07/96 Amended 01/07/97, 01/09/99, 11/03/02 underwrite Unless otherwise stated, a reference in a rule to: (a) ‘underwrite’ does not include ‘sub-underwrite’; (b) ‘underwriter’ does not include ‘sub-underwriter’; (c) ‘underwriting’ does not include ‘sub-underwriting’; and (d) ‘underwriting agreement’ does not include ‘sub-underwriting agreement’. Introduced 01/12/19 + See chapter 19 for defined terms 1 December 2019 Page 1935 Chapter 19 Interpretation and definitions unit a unit in a trust. undertaking includes assets or businesses. vendor Introduced 01/07/96 Deleted 01/07/98 volume weighted average in relation to particular securities for a particular period, the volume market price weighted average price of trading in those securities on the +ASX market and the +Chi-X market over that period, excluding block trades, large portfolio trades, permitted trades during the pre-trading hours period, permitted trades during the post-trading hours period, out of hours trades and exchange traded option exercises. Introduced 01/07/14 Trading on the ASX market and Chi-X market includes trades executed on those markets and trades reported to those markets (other than block trades, large portfolio trades, permitted trades during the pre-trading hours period, permitted trades during the post-trading hours period, out of hours trade and exchange traded option exercises). The terms “block trades”, “large portfolio trades”, “permitted trades during the pre-trading hours period”, “permitted trades during the post-trading hours period” and “out of hours trades” have the same meaning as in the ASIC Market Integrity Rules (Competition in Exchange Markets) 2011. These types of trades are excluded as they are not necessarily representative of market trading. voluntary escrow +securities of an entity are subject to voluntary escrow where: (a) the entity and the holder of the +securities have entered into an agreement restricting the right of the holder to dispose of the +securities in a form similar to that set out in Appendix 9A or in such other form as the entity and the holder agree; (b) the entity and the holder were not required to enter into the agreement under Chapter 9; and (c) that agreement is still on foot. Introduced 19/12/16 Note: Securities issued under an employee incentive scheme that have restrictions on their transfer under the terms of the scheme are not regarded as being subject to voluntary escrow. voting exclusion statement a statement referred to in rule 14.11. wholesale security +debt security whose terms allow the security to be held at all times by only wholesale clients, as defined in the Corporations Act. Introduced 24/10/05 working capital the difference between an entity’s current assets and its current liabilities. Introduced 01/12/19 End of Section. Next page is no. 2001. + See chapter 19 for defined terms 1 December 2019 Page 1936 Chapter 20 Self-listing of ASX Chapter 20 Self-listing of ASX Table of contents The main headings in this chapter Rules Requirements for ASX’s admission to the official list 20.1 Powers and functions of the ASIC 20.2 Rights and obligations of ASX as a listing applicant and listed 20.3-20.4 entity Rights and obligations of the ASIC 20.5 Documents may be dealt with by ASX 20.6 Modification of forms 20.7 Application and agreement Appendix 20A Explanatory note This chapter sets out requirements that must be satisfied for ASX to be admitted to the +official list and have its +securities +quoted (ie, the self-listing of ASX). The Corporations Act says that a body corporate that is a securities exchange may be included in its own official list and sets out conditions under which the +securities of the securities exchange may be +quoted. The Corporations Act also says that the +ASIC has such powers and functions as are provided for it in arrangements made between the exchange and the +ASIC, and the listing rules made for the purpose of self-listing. In this chapter there are references to ASX and the +ASIC in different capacities, eg, ‘ASX (as a securities exchange)’. This is to distinguish the roles of ASX as a securities exchange, and as an applicant for listing or listed entity. + See chapter 19 for defined terms. 11/3/2002 Page 2001 Chapter 20 Self-listing of ASX Requirements for ASX’s admission to the official list 20.1 For ASX to be admitted to the +official list it must meet the requirements of chapters 1 and 2. However, ASX must complete Appendix 20A instead of Appendix 1A. Introduced 1/7/98. Note: Appendix 20A is based on Appendix 1A. Powers and functions of the ASIC 20.2 The +ASIC has the following powers and functions in relation to ASX’s admission and +quoting of its +securities. 20.2.1 The powers and functions that ASX (as a securities exchange) has in relation to an applicant for admission to the +official list. ASX must not exercise powers or perform functions in relation to its own application, except under a delegation of powers or functions from the +ASIC. Introduced 1/7/98. Amended 1/9/99. 20.2.2 If ASX is admitted to the +official list, the powers and functions that ASX (as a securities exchange) has in relation to a listed entity, except the power to make listing rules. ASX must not exercise powers or perform functions that this rule gives to the +ASIC, except under a delegation of powers or functions from the +ASIC. Introduced 1/7/98. Amended 1/9/99. 20.2.3 +ASIC may delegate any of its powers or functions under the listing rules to any person, including ASX or an officer of ASX. However, +ASIC must not delegate a power or function contrary to section 798C of the Corporations Act. Introduced 1/7/98. Amended 1/9/99, 30/9/2001, 11/3/2002. Note: Section 798C(4) of the Corporations Act says that the listing rules of a self-listed market licensee must provide for ASIC, instead of the market licensee, to make decisions and take action (or require the market licensee to take action on ASIC’s behalf) on the following matters: (a) the admission of the market licensee to its own official list (b) the removal of the market licensee from its own official list (c) allowing, stopping or suspending the trading on the market of the market licensee’s financial products. The powers and functions of ASX as a market licensee include to admit, refuse to admit, quote, refuse to quote, impose conditions, ask for information, give rulings, exercise discretion, form opinions, receive documents/information, release documents/information, receive fees, grant a trading halt, suspend, lift suspension, end quotation, remove an entity from the official list, enforce the listing rules, grant waivers, take no action, impose requirements, change an entity’s admission category. + See chapter 19 for defined terms. Page 2002 11/3/2002 Chapter 20 Self-listing of ASX Rights and obligations of ASX as a listing applicant and listed entity 20.3 ASX (as an applicant for admission to the +official list) has all the rights and obligations that another applicant for admission to the +official list has, except that the +ASIC acts in the place of ASX as a securities exchange. Introduced 1/7/98. Amended 1/9/99. 20.4 ASX (as a listed entity) has all the rights and obligations that another listed entity has, except that the +ASIC acts in the place of ASX as a securities exchange. Introduced 1/7/98. Amended 1/9/99. Note: Forms required by the listing rules are amended to recognise that the ASIC acts in the place of ASX as a securities exchange. Cross reference: rule 20.7. Rights and obligations of the ASIC 20.5 The +ASIC acting in the place of ASX as a securities exchange has all the rights and obligations in relation to ASX that ASX (as a securities exchange) has in relation to another listed entity. Introduced 1/7/98. Amended 1/9/99. Documents may be dealt with by ASX 20.6 Despite listing rule 15.9, ASX may retain a copy of a document given to the +ASIC by or on behalf of ASX as a listed entity and may deal with the copy as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents referred to in this rule include a document given to the +ASIC in support of a listing application or in compliance with the listing rules. Introduced 1/7/98. Amended 1/9/99. Cross reference: listing rule 15.9, Appendix 20A. Modification of forms 20.7 ASX must complete any form under the listing rules that it gives to the +ASIC with any necessary adaptation. Introduced 1/7/98. Amended 1/9/99. Example: Appendix 3B would be modified to reflect that application is made to the ASIC for the quotation of additional securities. + See chapter 19 for defined terms. 30/9/2001 Page 2003